HomeMy WebLinkAboutAgenda Packet City Council - 11/11/2014Corpus Christi
Meeting Agenda - Final
City Council
1201 Leopard Street
Corpus Christi, TX 78401
cctexas.com
Tuesday, November 11, 2014
11:30 AM Council Chambers
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A. Mayor Nelda Martinez to call the meeting to order.
B. Invocation to be given by Pastor David Bendett, Rock City Church.
C. Pledge of Allegiance to the Flag of the United States to be led by Mark Van
Vleck, Executive Director - Utilities.
D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers.
E. Proclamations / Commendations
1. 14-001256 Proclamation declaring November 11, 2014 as, "CITGO's Coastal Bend
Restoration Project for Nueces Delta and Oso Bay Day"
F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON
THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT
PRESENTATIONS TO THREE MINUTES. 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.
Corpus Christi
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City Council
Meeting Agenda - Final November 11, 2014
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:
1. MAKE A STATEMENT OF FACTUAL INFORMATION.
2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY.
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 IS NOT MEANT TO
RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS.
G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS:
a. Other
H. EXECUTIVE SESSION: (ITEMS 2 - 5)
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 officer.
2. 14-001211 Executive session pursuant to Texas Government Code § 551.071 for
consultation with attorneys regarding pending or contemplated litigation
involving the City, including City of Corpus Christi v. MPM Homes, Inc.,
with possible discussion and/or action in open session.
3. 14-001253 Executive session pursuant to Section 551.071 of the Texas
Government Code for consultation with attorneys regarding fire
collective bargaining negotiations with possible discussion and action in
open session.
4. 14-001264 Executive session pursuant to Texas Government Code § 551.071 for
consultation with attorneys regarding legal issues concerning the
interpretation of economic development contract(s) involving tourism
oriented development, and pursuant to Texas Government Code §
551.087 to discuss or deliberate regarding commercial or financial
information that the governmental body has received from a business
prospect that the governmental body seeks to have locate, stay, or
expand in or near the territory of the governmental body and with which
the governmental body is conducting economic development
negotiations, involving tourism oriented development.
5. 14-001267 Executive session pursuant to Section 551.071(1)(A) of the Texas
Corpus Christi
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Meeting Agenda - Final November 11, 2014
Government Code to consult with attorneys regarding Cause No.
2014 -DCV -1755-G, styled City of Corpus Christi and Corpus Christi
Community Improvements Corporation vs. Texas League of United Latin
American Citizens (LULAC) Apartments of the Village, Henry Gorham,
LULAC Council #1 Foundation, Inc, TX LULAC Village Housing, LP TX
LULAC Oasis at the Park Housing, LP, Affordable Housing Consultants,
Inc., and David Marquez, for discussion and possible action in open
session.
I. MINUTES:
6. 14-001255 Regular Meeting of October 28, 2014
Attachments: Minutes - October 28, 2014
J. BOARD & COMMITTEE APPOINTMENTS: (NONE)
K. 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.
L. CONSENT AGENDA: (ITEMS 7 - 12)
NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and
ordinances 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.
7. 14-00924 Approving an engineering construction contract for the Oso Water
Reclamation Plant clarifier no. 5 trough replacement and chlorine
contact chamber repairs (Requires 2/3 vote)
Motion authorizing the City Manager or designee to execute a
construction contract with CSA Construction, Inc. of Houston, Texas in
the amount of $444,800 for the Oso Water Reclamation Plant Clarifier
No. 5 Trough Replacement & Chlorine Contact Chamber Repairs for the
base bid plus additive alternative No. 1 and 2.
Attachments: Agenda Memo - Oso WRP
Project Budget - Oso WRP
Location Map - Oso WRP
Presentation - Oso WRP
Corpus Christi
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8. 14-001156 Approving Contribution -In -Aid -Of -Construction agreement for Oso
Bay Area Development, Phase 2 (Bond 2008) (Requires 2/3 vote)
Motion authorizing the City Manager, or his designee, to execute a
Contribution -In -Aid -Of -Construction Agreement with American Electric
Power (AEP) in the amount of $65,900.18 for electric distribution service
for the Oso Bay Area Park Development Project, Phase 2 and execute
an Easement and Right of Way instrument to AEP containing 225
square feet out of Lot 1, Block 1, Oso Bay Park, necessary for the
installation and connection of an electrical service transformer for this
project.
Attachments: Agenda Memo - AEP Contribution in Aid of Construction.pdf
Project Budget -Contribution in Aid of Construction.pdf
Location Map - Contribution in Aid of Construction.pdf
Contract - Contribution in Aid of Construction.pdf
Easement - Contribution in Aid of Construction.PDF
Easement Exhibit A - Contribution in Aid of Construction.pdf
Presentation - Contribution in Aid of Construction.pdf
9. 14-001182 Approving amendment no. 1 to an engineering design contract for
the Citywide Street Preventative Maintenance Program Year 2
(Requires 2/3 vote)
Motion authorizing the City Manager, or designee, to execute
Amendment No. 1 with Coym, Rehmet & Gutierrez Engineering, L.P. of
Corpus Christi, Texas in the amount of $749,530.00 for the Citywide
Street Preventative Maintenance Program (SPMP) Year 2 project.
Attachments: Agenda Memo - Citywide Street Prev Maint Program Year 2
Project Budget - Citywide Street Preventative Maintenance Program Year 2 - wi
Location Map Citywide Street Preventative Maint Program Year 2
Contract - SPMP
Presentation Citywide Street Prev Maint Program Year 2
10. 14-001161 Approving a work plan and budget agreement with the Nueces
River Authority (Requires 2/3 vote)
Motion authorizing the City Manager or designee to execute a work plan
and budget agreement with the Nueces River Authority in the amount of
$99,996 to provide water planning, protection, development, and data
management services to the City for FY 2015.
Attachments: Agenda Memo - Nueces River Authority.pdf
Project Budget - Nueces River Authority
Agreement - Nueces River Authority
Presentation - Nueces River Authority
Corpus Christi Page 4 Printed on 11/11/2014
City Council
Meeting Agenda - Final November 11, 2014
11. 14-001155 Authorizing and adoption of Restated and Amended Articles of
Incorporation for the Corpus Christi Business and Job
Development Corporation (CCBJDC) (Requires 2/3vote)
Resolution finding that it is advisable that the Corpus Christi Business
and Job Development Corporation Articles of Incorporation be restated
and amended; authorizing adoption of the restated and amended
articles; approving the form of the restated and amended Articles.
Attachments: Agenda Memo - amending articles of incorporation
Resolution - Restated and Amended Articles
Restated and Amended Articles of Incorporation 8-11-14
12. 14-001135 Second Reading Ordinance - Accepting and appropriating donation
for the purchase of police equipment (1st Reading 10/28/14)
(Requires 2/3 vote)
Ordinance authorizing the City Manager or designee to accept a
donation from Exxon Mobil Corporation in the amount of $2,000.00 to be
used for the purchase of police equipment; and appropriating $2,000.00
from Exxon Mobil Corporation into the General Fund No. 1020 to
purchase police equipment and changing the FY 2014-2015 Operating
Budget adopted by Ordinance No. 030294 by increasing revenue and
expenditures in the General Fund No. 1020 by $2,000.00 each.
Attachments: Agenda Memo - Exxon donation
Ordinance - Exxon Grant 2014 - Police
M. PUBLIC HEARINGS: (ITEMS 13 - 15)
13. 14-001131 Public Hearing and First Reading Ordinance - Rezoning from
"RS -5" Single -Family to "RS -4.5" Single -Family at 8001 Holly Road
(Requires 2/3 vote)
Case No. 0914-02 The George B. Gaines, Jr. Family Limited
Partnership, Ltd.: A change of zoning from the "RS -6" Single -Family 6
District to the "RS -4.5" Single -Family 4.5 District, not resulting in a
change to the Future Land Use Plan. The property is described as being
a 28.461 -acre tract of land out of Lots 1 and 2, Section 32, Flour Bluff
and Encinal Farm and Garden Tracts, located along the south side of
Holly Road west of Paul Jones Avenue.
Planning Commission and Staff Recommendation (September 24,
2014): Approval of the change of zoning from the "RS -6" Single -Family
6 District to the "RS -4.5" Single -Family 4.5 District.
Ordinance:
Ordinance amending the Unified Development Code ("UDC"), upon
Corpus Christi
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Meeting Agenda - Final November 11, 2014
application by The George B. Gaines, Jr. Family Limited Partnership,
Ltd. ("Owners"), by changing the UDC Zoning Map in reference to a
28.461 -acre tract of land out of Lots 1 and 2, Section 32, Flour Bluff and
Encinal Farm and Garden Tracts; amending the Comprehensive Plan to
account for any deviations; and providing for a repealer clause and
publication.
Attachments: Agenda Memo - Gaines Family Partnership
Ordinance - Gaines Family Partnership
Aerial Overview Map - Gaines Family Partnership
Zoning Report - Gaines Family Partnership
14. 14-001141 Public Hearing and First Reading Ordinance - Rezoning from
Neighborhood Commercial to General Commercial at 6197
Dunbarton Oak Drive (Requires 2/3 vote)
Case No. 0914-01 Patrick H. Nolan and Amy L. Nolan: A change of
zoning from the "CN -1" Neighborhood Commercial District to "CG -2"
General Commercial District, not resulting in a change to the Future
Land Use Plan. The property is described as being a 1.34 acre portion
of Lot 1, Block 3, Cimarron Center, located on the southwest corner of
Dunbarton Oak Drive and Cimarron Boulevard.
Planning Commission and Staff Recommendation (September 24,
2014):
Denial of the "CG -2" General Commercial District and, in lieu thereof,
approval of a Special Permit subject to a site plan and conditions.
Ordinance:
Ordinance amending the Unified Development Code ("UDC"), upon
application by Patrick H. Nolan and Amy L. Nolan ("Owners"), by
changing the UDC Zoning Map in reference to a 1.34 acre portion of Lot
1, Block 3, Cimarron Center, from the "CN -1" Neighborhood Commercial
District to the "CN-1/SP" Neighborhood Commercial District with a
Special Permit; amending the Comprehensive Plan to account for any
deviations; and providing for a repealer clause and publication.
Attachments: Agenda Memo - Patrick H. Nolan and Amy L. Nolan
CG -2 Ordinance - Patrick H. Nolan and Amy L. Nolan
Special Permit Ordinance Recommended - Patrick H. Nolan and Amy L. Nolan
Aerial Overview Map - Patrick H. Nolan and Amy L. Nolan
Zoning Report - Patrick H. Nolan and Amy L. Nolan
15. 14-001132 Public Hearing and First Reading Ordinance - Closing a portion of
Bockholt Road between the Old State Highway 44 and the New
State Highway 44 rights-of-way (Requires 2/3 vote)
Ordinance abandoning and vacating an undeveloped and unsurfaced
Corpus Christi
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21,690 square -foot portion of the Bockholt Road public street
right-of-way, out of GC&SF RR CO Survey, Abstract No. 1005, Nueces
County, Texas, being a portion of those certain tracts of land described
as Tract Two and Tract Three, located between the Old State Highway
44 right-of-way and the New State Highway 44 right-of-way; and
requiring the owner, George Picha, to comply with the specified
conditions.
Attachments: Agenda Memo - Abandon and Vacate, Bockholt Road
Ordinance - Abandon and Vacate, Bockholt Road
N. REGULAR AGENDA: (NONE)
The following items are motions, resolutions and ordinances that will be considered and
voted on individually.
O. FIRST READING ORDINANCES: (ITEMS 16 - 27)
16. 14-001200 First Reading Ordinance - Accepting and appropriating the
Violence Against Women (VAWA) grant within the Police
Department for Year 15 (Requires 2/3 vote)
Ordinance authorizing the City Manager or designee to execute all
documents necessary to accept a grant from the State of Texas,
Criminal Justice Division in the amount of $44,356.71 for Year 15 of the
Violence Against Women (VAWA) Program within the Police
Department with a City match of $20,280.21 and an in-kind match of
$5,520 from the No. 1020 Police General Fund; appropriating the
$44,356.71 in the No. 1061 Police Grants Fund for the VAWA grant in
the Police Department; and authorizing the transfer of $20,280.21 from
the No. 1020 General Fund to the No. 1061 Police Grants Fund and
appropriating the same for a total project cost of $70,156.92.
Attachments: Agenda memo - VAWA approp 11.11.2014
Ordinance - VAWA grant 2014 - Police (revised)
Award letter 1517116
Cert Support-Fund1020 Org60035
17. 14-001202 First Reading Ordinance - Accepting and appropriating the Victims
of Crime Act (VOCA) Outreach Program grant within the Police
Department for Year 2 (Requires 2/3 vote)
Ordinance authorizing the City Manager or designee to execute all
documents necessary to accept a grant from the State of Texas,
Criminal Justice Division in the amount of $68,163.15 for Year 2 of the
Victims of Crime Act (VOCA) Outreach Program within the Police
Department with a City match of $13,840.79 and an in-kind match of
$3,200.00 from the No. 1020 Police General Fund; Appropriating the
$68,163.15 in the No. 1061 Police Grants Fund for the VOCA Outreach
Corpus Christi
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Meeting Agenda - Final November 11, 2014
grant in the Police Department; and authorizing the transfer of
$13,840.79 from the No. 1020 General Fund to the No. 1061 Police
Grants Fund and appropriating the same for a total project cost of
$85,203.94.
Attachments: Agenda Memo - VOCA grant
Ordinance -VOCA Outreach grant 2014 - Police (revised)
award letter 2677102
18. 14-001201 First Reading Ordinance - Accepting and appropriating the Victims
of Crime Act (VOCA) grant within the Police Department for Year 15
(Requires 2/3 vote)
Ordinance authorizing the City Manager or designee to execute all
documents necessary to accept a grant from the State of Texas,
Criminal Justice Division in the amount of $77,084.05 to continue the
Victims of Crime Act (VOCA) Grant within the Police Department for
Year 15 with a City match of $20,271.01 and an in-kind match of $4,000
from the No. 1020 Police General Fund; appropriating the $77,084.05 in
the No. 1061 Police Grants Fund to continue the VOCA grant in the
Police Department; and authorizing the transfer of $20,271.01 from the
No. 1020 General Fund to the No. 1061 Police Grants Fund and
appropriating the same as grant matching funds for a total project cost
of $101,355.06.
Attachments: Agenda memo - VOCA approp 11.11.2014
Ordinance - VOCA grant 2014 - Police (revised)
Award letter 1522315
19. 14-001162 First Reading Ordinance - Accepting and appropriating the Sea and
Aquatic Life Activities grant (Requires 2/3 vote)
Ordinance authorizing the City manager or designee to execute all
documents necessary to accept and appropriate a grant of $22,500
from the Texas Department of State Health Services in the Health
Grants Fund No. 1066 to provide laboratory services for the analysis of
bay water samples for the contract period of September 1, 2014,
through August 31, 2015; and to ratify acceptance of the grant to
begin as of September 1, 2014.
Attachments: Agenda Memo - SANDAL grant FY15 AIS.pdf
Ordinance - SANDAL grant.pdf
Contract - 2015-047198 CITY OF CORPUS CHRISTI CORE DOCUMENT SAN
Program Attachment - 2015-047198 CITY OF CORPUS CHRISTI PROGRAM P
General Provisions - 2015-047198 CITY OF CORPUS CHRISTI VENDOR GEN
20. 14-001188 First Reading Ordinance - Authorizing a lease agreement for use of
the McCampbell House at Heritage Park (Requires 2/3 vote)
Corpus Christi
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Meeting Agenda - Final November 11, 2014
Ordinance authorizing the City Manager or designee to execute a
one-year lease agreement with the Corpus Christi Chamber of
Commerce for use of the McCampbell House at Heritage Park with rent
of $1,500 per month.
Attachments: Agenda Memo - Chamber of Commerce 1 yr 2014
Ordinance - Chamber of Commerce 1 yr - 2014
Lease agreement - Chamber of Commerce 1 yr
21. 14-001189 First Reading Ordinance - Approving contract and appropriating
funds for Community Youth Development Program (CYD) (Requires
2/3 vote)
Ordinance authorizing the City Manager or designee to execute a
contract with the Texas Department of Family and Protective Services
for funding for September 1, 2014 through February 28, 2015 in the total
amount of $193,384.84; authorizing appropriation in the Grants Fund
No. 1060 for Community Youth Development program contracts for the
78415 Zip Code area; to include the extension of the subcontracts as
follows: $26,100.46 to The Boys and Girls Club, $40,275.46 to
Communities In Schools of the Coastal Bend, $52,849.80 to SERCO of
Texas and $ 17,496.71 to Youth Odyssey for subcontract period
September 1, 2014 through February 28, 2015.
Attachments: Agenda Memo - CYD Grant FY15 DRAFT
Ordinance - CYD grant FY15( revised vote sheet)
FY 15 CYD Signed Renewal Amendment
22. 14-001243 First Reading Ordinance - Authorizing an interlocal agreement and
appropriating funds for a Downtown Safety & Security Partnership
Program (Requires 2/3 vote)
Ordinance authorizing the City Manager or his designee to execute a
nine-month interlocal agreement from January 2015 through September
2015 with the Corpus Christi Downtown Management District to pay the
District $166,500 for contracting with Off -Duty Bike Patrol Officers and
Security Ambassadors to patrol the District; appropriating $166,500 from
the unreserved fund balance in the No. 1020 General Fund; changing
the fiscal year 2014-2015 operating budget adopted by Ordinance
Number 030294 by increasing appropriations by $166,500.
Attachments: Agenda Memo - DMD Safety and Security Partnership Program
Ordinance - DMD Safety & Security Partnership Program
Agreement - DMD Safety Security Partnership Program Agreement
23. 14-001191 First Reading Ordinance - Authorizing Issuance of Utility System
Revenue Bonds - Fixed Rate (Related items 24, 25, 38) (Requires
2/3 vote)
Corpus Christi
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Ordinance authorizing the issuance of one or more series of City of
Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, in an aggregate principal amount, when combined with other
City Utility System Revenue Obligations authorized on the date hereof,
not to exceed $115,000,000, pursuant to the delegation provisions set
forth herein; making provisions for the payment and security thereof by
a junior and inferior lien on and pledge of the net revenues of the City's
Utility System on a parity with certain currently outstanding Utility
System Revenue Obligations; stipulating the terms and conditions for
the issuance of additional revenue bonds on a parity therewith;
prescribing the forms, terms, conditions, and resolving other matters
incident and related to the issuance, sale and delivery of each series of
bonds; including the approval and distribution of one or more Official
Statements pertaining thereto; authorizing the execution of one or more
paying agent/registrar agreements, and one or more purchase
contracts; complying with the requirements imposed by the letter of
representations previously executed with the depository trust company;
establishing the City's intention to reimburse itself from the proceeds of
any such series of bonds for the prior lawful expenditure of funds to
construct various City improvements; delegating the authority to the
certain members of the City staff to execute certain documents relating
to the sale of each series of bonds; and providing an effective date.
Attachments: Agenda Memo = Utility Revenue Bonds Fixed Rate November 11, 2014.pdf
Ordinance - Corpus Christi New Money.pdf
24. 14-001192 First Reading Ordinance - Authorizing the Issuance of Utility
System Revenue Bonds - Variable Rate (Related items 23, 25, 38)
(Requires 2/3 vote)
Ordinance authorizing the issuance of one or more series of City of
Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue
Improvement Bonds, in an aggregate principal amount, when combined
with other City Utility System Revenue Obligations authorized on the
date hereof, not to exceed $115,000,000, pursuant to the delegation
provisions set forth herein; making provisions for the payment and
security thereof by a junior and inferior lien on and pledge of the net
revenues of the City's Utility System on a parity with certain currently
outstanding Utility System Revenue Obligations; stipulating the terms
and conditions for the issuance of additional revenue bonds on a parity
therewith; prescribing the forms, terms, conditions, and resolving other
matters incident and related to the issuance, sale and delivery of each
series of bonds; including the approval and distribution of one or more
Official Statements pertaining thereto; authorizing the execution of one
or more paying agent/registrar agreements, and one or more
remarketing agreements, one or more tender agent agreements, and
one or more purchase contracts; complying with the requirements
imposed by the letter of representations previously executed with the
Corpus Christi
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Meeting Agenda - Final November 11, 2014
depository trust company; establishing the City's intention to reimburse
itself from the proceeds of any such series of bonds for the prior lawful
expenditure of funds to construct various City improvements; delegating
the authority to certain members of the City staff to execute certain
documents relating to the sale of each series of bonds; and providing an
effective date.
Attachments: Agenda Memo - Utility Revenue Bonds Variable Rate November 11, 2014.pdf
Ordinance - Corpus Christi Variable Rate.pdf
25. 14-001193 First Reading Ordinance - Authorizing the Issuance of Utility
System Refunding Bonds (Related items 23, 24, 38) (Requires 2/3
vote)
Ordinance authorizing the issuance of "City of Corpus Christi, Texas
Utility System Junior Lien Revenue Refunding Bonds, Series 2015", in
an amount not to exceed $166,240,000; making provisions for the
payment and security thereof by a junior and inferior lien on and pledge
of the net revenues of the City's Utility System on a parity with certain
currently outstanding utility system revenue 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 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 certain members of the City staff to execute
certain documents relating to the sale of the bonds, and providing an
effective date.
Attachments: Agenda Memo - Utility System Revenue Refunding Bonds November 11 2014.
Ordinance - Corpus Christi Refunding.pdf
26. 14-001221 First Reading Ordinance - Appropriating funds for Solid Waste debt
service payment (Related items 39, 40) (Requires 2/3 vote)
Ordinance appropriating $1,100,000 from the unreserved fund balance
in the No. 1020 General Fund and transferring to and appropriating in
the No. 2010 Debt Service Fund to pay principal and interest in Fiscal
Year (FY) 2014-2015 for Solid Waste certificates of obligation; and
changing the FY 2014-2015 Operating Budget adopted by Ordinance
No. 030294 to increase revenues by $1,100,000 and expenditures by
$1,100,000 in the No. 2010 Debt Service Fund and to increase
expenditures by $1,100,000 in the General Fund
Attachments: Agenda Memo - Solid Waste Appropriation November 11, 2014.pdf
Ordinance - Solid Waste CO budget amendment.pdf
Corpus Christi
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Meeting Agenda - Final November 11, 2014
27. 14-001237 First Reading Ordinance - Authorizing the issuance of tax notes
related to Texas Military Preparedness Commission (Related items
41, 42) (Requires 2/3 vote)
Ordinance by the City of Council of the City of Corpus Christi, Texas
authorizing the issuance of "City of Corpus Christi, Texas Tax notes,
Series 2014A" in an amount not to exceed $5,090,000, levying an
annual ad valorem tax, within the limitations prescribed by law, for the
payment of the obligations; prescribing the form, terms, conditions, and
resolving other matters incident and related to the issuance, sale, and
delivery of the obligations; authorizing the execution of paying
agent/registrar agreement and a purchase and investment letter;
complying with the provisions of the depository trust company' s letter of
representations; and providing an effective date.
Attachments: Agenda Memo - TMPL Tax Notes November 11 2014.pdf
Ordinance - Corpus TMPC.pdf
P. FUTURE AGENDA ITEMS: (ITEMS 28 - 42)
The following items are for Council's informational purposes only. No action will be
taken and no public comment will be solicited.
28. 14-00980 Approving a maintenance agreement with Intrado for hardware and
software support for the Emergency 911 Call Taker System
(Requires 2/3 vote)
Motion authorizing the City Manager or his designee to execute a
maintenance agreement with Intrado in the amount of $336,644, of
which $50,496.60 is required for the remainder of FY 2014-2015 for
software and hardware support services on the Emergency 911 System.
The term of the contract is five years.
Attachments: Agenda Memo - Intrado
Agreement - Maintenance VT 10082014 Dec 1 2014 to Nov 30 2019
29. 14-001160 Approving an engineering construction contract for Master
Channel 31 drainage excavation to provide drainage relief for Oso
Bay Basin (Requires 2/3 vote)
Resolution authorizing the City Manager or designee to execute a
construction contract in the amount of $883,128.79 with DRC
Emergency Services, LLC for the Master Channel 31 Drainage Channel
Excavation Project.
Corpus Christi
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Meeting Agenda - Final November 11, 2014
Attachments: Agenda Memo Master Channel 31
Resolution - Master Channel 31
Project Budget Master Channel 31
Location Map Master Channel 31
Presentation Master Channel 31
30. 14-001114 Approving a project cooperation agreement for the McGee Beach
Nourishment project (Requires 2/3 vote)
Motion authorizing the City Manager or designee to execute a Project
Cooperative Agreement with the Texas General Land Office in the
amount of $264,000 for the McGee Beach Nourishment project for
design, data collection, permitting, engineering and construction
oversight.
Attachments: Agenda Memo - McGee Beach Nourishment GLO Contract.pdf
Project Budget - McGee Beach Nourishment GLO Contract.pdf
Location Map McGee Beach.pdf
Contract - McGee Beach Nourishment GLO Contract.pdf
Presentation - McGee Beach Nourishment GLO Contract.pdf
31. 14-001113 Ratifying and amending Anti -litter Campaign Contract (Requires 2/3
vote)
Motion ratifying expenditures of $106,017.15 incurred through the
advertising firm of Bucket Works, and authorizing the City Manager to
execute an addendum to the Bucket Works contract for additional
expenditures not to exceed $20,000 to complete the ongoing anti -litter
campaign.
Attachments: Agenda Memo - Bucket Works 10-30-14
Contract Addendum.- Bucket Works pdf
BW Litter Campaign .pdf
32. 14-00858 Amending the Corpus Christi Convention and Visitors Bureau
(CCVB) agreement to align it with the City's fiscal year and
amending the board composition (Requires 2/3 vote)
Motion authorizing the City Manager or designee to execute an
Amended Consulting Services Agreement with the Corpus Christi
Convention and Visitors Bureau for a period ending September 30,
2015.
Attachments: Agenda Memo - CVB Agreement Amendment
2014 Amended CVB Agreement version 2
33. 14-001169 Nominating voestalpine Texas LLC as a Double Jumbo Texas
Enterprise Zone Project (Requires 2/3 vote)
Corpus Christi
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City Council
Meeting Agenda - Final November 11, 2014
Resolution nominating voestalpine Texas, LLC ("voestalpine") to the
Office of the Governor Economic Development & Tourism ("EDT")
through the Economic Development Bank ("Bank") as a Double Jumbo
Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act").
Attachments: Agenda Memo - voestalpine TEZ
Resolution - voestalpine TEZ
Corpus Christi TEZ Ordinance 2014
34. 14-001171 Nominating Flint Hills Resources. LP as a Double Jumbo Texas
Enterprise Zone Project (Requires 2/3 vote)
Resolution nominating Flint Hills Resources Corpus Christi, LLC ("Flint
Hills") to the Office of the Governor Economic Development & Tourism
("EDT") through the Economic Development Bank ("Bank") as a Double
Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act
("Act").
Attachments: Agenda Memo - Flint Hills TEZ
Resolution - Flint Hills TEZ
Corpus Christi TEZ Ordinance 2014
35. 14-001077 Approving a Type A Grant for Service Corps of Retired Executives
(SCORE) Chapter 221 for Fiscal Year 2015 (Requires 2/3 vote)
Resolution approving a Small Business Incentives Agreement between
the Corpus Christi Business and Job Development Corporation and
Service Corps of Retired Executives (SCORE) Chapter 221 to provide
grant up to $50,000 to assist small businesses and authorizing the City
Manager, or designee, to execute a Project Support Agreement with the
Corpus Christi Business and Job Development Corporation to
administer the SCORE Chapter 221 Small Business Incentives
Agreement.
Attachments: Agenda Memo - SCORE
Resolution - SCORE
Agreement - SCORE
Type A Business Support Agreement - SCORE 2015
36. 14-001203 Approving a Type A Grant extension for Del Mar College Internship
Program (Requires 2/3 vote)
Resolution approving extension of a Small Business Incentives
Agreement between the Corpus Christi Business And Job Development
Corporation and Del Mar College ("Del Mar") for one year until
September 30, 2015, and to provide a grant amount of up to $173,223
for an intern program for small businesses.
Corpus Christi
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City Council
Meeting Agenda - Final November 11, 2014
Attachments: Agenda Memo - Del Mar Intern
Resolution - Del Mar Intern
Type A Agreement - Del Mar College Intern 2012 - 2013
Business Service Agreement - Del Mar Intern 2012
37. 14-001204 Approving Type A Grant Extension for Texas A&M University -
Corpus Christi Internship Program (Requires 2/3 vote)
Resolution approving extension of a Small Business Incentives
Agreement between the Corpus Christi Business And Job Development
Corporation and Texas A&M University - Corpus Christi ("TAMUCC") for
one year until September 30, 2015, and to provide a grant amount of up
to $190,635 for an intern program for small businesses.
Attachments: Agenda Memo - TAMUCC Intern
Resolution - TAMUCC Intern
Type A Agreement - TAMU-CC Intern 2012 - 2013
Business Service Agreement - TAMU-CC Intern 2012
38. 14-001190 Appointing a financial advisor for Utility System Revenue Bond
Sale and Utility System Revenue Refunding Bond Sale (Related
items 23, 24, 25) (Requires 2/3 vote)
Motion authorizing the appointment of M. E. Allison, & Co., as Financial
Advisor for one or more series of City of Corpus Christi, Texas Utility
System Junior Lien Revenue Improvement Bonds (fixed rate and/or
variable rate) in an aggregate principal amount not to exceed
$115,000,000; and for one or more series of City of Corpus Christi,
Texas Junior Lien Revenue Refunding Bonds in an amount not to
exceed $166,240,000.
Attachments: Agenda Memo - Financial Advisor for Utility Revenue Bonds November 11, 2C
Financial Advisor Fee Schedule.pdf
39. 14-001220 Appointing a financial advisor for Solid Waste Certificates of
Obligation (Related items 26, 40) (Requires 2/3 vote)
Motion authorizing the appointment of M. E. Allison, & Co., as Financial
Advisor for the of City of Corpus Christi, Texas, Combination Tax and
Solid Waste Revenue Taxable Certificates of Obligation, Series 2015 in
an amount not to exceed $14,500,000.
Attachments: Agenda Memo - CO's for Solid Waste Financial Advisor November 11, 2014.p
Exhibit A - Financial Advisor Fee Schedule.pdf
40. 14-001222 Authorizing the issuance of Solid Waste Certificates of Obligation
(Related items 26, 39) (Requires 2/3 vote)
Resolution by the City Council of the City of Corpus Christi, Texas,
Corpus Christi
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City Council
Meeting Agenda - Final November 11, 2014
authorizing and approving publication of Notice of Intention to issue
Certificates of Obligation; complying with the requirements contained in
Securities and Exchange Commission Rule 15c2-12; and providing an
effective date.
Attachments: Agenda Memo - CO's for Solid Waste November 11, 2014.pdf
Resolution - Solid Waste COs.pdf
41. 14-001233 Appointing a financial advisor for Texas Military Preparedness
Commission debt transactions (Related items 27, 42) (Requires 2/3
vote)
Motion authorizing the appointment of M. E. Allison, & Co., as Financial
Advisor for the transaction to call for redemption prior to stated maturity
"City of Corpus Christi, Texas General Improvement Bonds, Series
2007" and "City of Corpus Christi, Texas Combination Tax and Utility
System Revenue Certificates of Obligation, Series 2007" and as
Financial Advisor for the issuance of "City of Corpus Christi, Texas Tax
Notes, Series 2014A" in an amount not to exceed $5,090,000.
Attachments: Agenda Memo - TMPL FA November 11, 2014.pdf
Exhibit A - Financial Advisor Fee Schedule.pdf
42. 14-001234 Repurposing of existing Texas Military Preparedness loan (Related
items 27, 41) (Requires 2/3 vote)
Resolution by the City Council of the City of Corpus Christi, Texas
calling for redemption prior to stated maturity certain of its currently
outstanding obligations designated as "City of Corpus Christi, Texas
General Improvement Bonds, Series 2007" and "City of Corpus Christi,
Texas Combination Tax and Utility System Revenue Certificates of
Obligation, Series 2007"; directing that the City Secretary or designee
thereof, effectuate the redemption of these obligations; and other
matters in connection therewith.
Attachments: Agenda Memo - TMPL Redemption November 11 2014.pdf
Resolution - Corpus Christi (2).pdf
Q. BRIEFINGS TO CITY COUNCIL: (NONE)
The following items are for Council's informational purposes only. Council may give
direction to the City Manager, but no other action will be taken and no public comment
will be solicited.
R. LEGISLATIVE UPDATE:
This item is for Council's informational purposes only. Council may give direction to the
City Manager, but no other action will be taken and no public comment will be solicited.
S. ADJOURNMENT
Corpus Christi
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Meeting Agenda - Final November 11, 2014
Corpus Christi
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Corpus Christi
Meeting Minutes
City Council
1201 Leopard Street
Corpus Christi, TX 78401
cctexas.com
Tuesday, October 28, 2014
11:30 AM Council Chambers
Public Notice - - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED
PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING
MEETINGS OF THE CITY COUNCIL.
A. Mayor Nelda Martinez to call the meeting to order.
Mayor Martinez called the meeting to order.
B. Invocation to be given by Pastor David Bendett, Rock City Church.
Pastor Ryan Jones gave the invocation.
C. Pledge of Allegiance to the Flag of the United States to be led by Liza Wisner,
Learning and Development Manager.
Learning and Development Manager Liza Wisner led the Pledge of Allegiance.
D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers.
City Secretary Rebecca Huerta called the roll and stated that a quorum of the
Council and the required Charter Officers were present to conduct the meeting.
City Secretary Huerta announced that Council Member Leal has been granted a
leave of absence.
Charter Officers:
City Manager Ron Olson, City Attorney Miles K. Risley, and City Secretary
Rebecca Huerta.
Present: 8 - Mayor Nelda Martinez,Council Member Kelley AIIen,Council Member Rudy
Garza,Council Member David Loeb,Council Member Chad Magill,Council
Member Colleen Mclntyre,Council Member Lillian Riojas, and Council
Member Mark Scott
Absent: 1 - Council Member Priscilla Leal
E. Proclamations / Commendations
1.
Proclamation declaring October 15, 2014 as, "Del Mar College
Mexican -American Studies Program Day"
Proclamation declaring October 28, 2014 as, "Windsor Park
Elementary School Day"
Proclamation declaring November 1, 2014 as, "7th Annual Coastal
Corpus Christi
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Meeting Minutes October 28, 2014
Bend Walk for Memory"
Proclamation declaring November 3-9, 2014 as, "National HOSA
Week"
Proclamation declaring November 3-10, 2014 as, "The 239th United
States Marine Corps Week"
Mayor Martinez presented the proclamations.
G. CITY MANAGER'S COMMENTS/UPDATE ON CITY OPERATIONS:
Mayor Martinez deviated from the agenda and referred to City Manager's
Comments.
a. Plan CC - Annika Gunning, Sr. Project Planner, Development Services
City Manager Olson asked Project Manager Annika Gunning to provide an
update on the Plan CC Comprehensive Plan 2035 efforts. The update included
materials available for public review regarding the vision and principles of the
plan and a list of public open house meetings beginning from 4:00 p.m. - 7:00
p.m. at the following locations:
November 10, 2014 - Lindale Recreation Center and Janet F. Harte Public
Library
November 11, 2014 - Owen R. Hopkins Public Library and Dr. Clotilde P. Garcia
Public Library
November 12, 2014 - Radisson North Beach and Ben F. McDonald Public
Library
November 13, 2014 - Oveal Williams Senior Center and Garden Senior Center
F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON
THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT
PRESENTATIONS TO THREE MINUTES. 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.
Mayor Martinez called for comments from the public. Craig Pierce stated that
the newly annexed Southside FM 2444 area should be entitled to city services
and spoke regarding the increased cost of those services. Mr. Pierce said the
annexation resolution regarding the funding of utility improvements was
passed illegally in violation the Open Meetings Act. Mr. Pierce stated that
Neighborhoods First! is requesting that the City Attorney provide a written
opinion on whether this resolution met the requirements of the Open Meetings
Act and if it does not meet the requirements, the adoption of the resolution
should be voided. Council Member Loeb stated that he made a motion to place
the funding resolution on a future agenda and City Attorney Risley confirmed
that the resolution was properly posted. In response to Council Member Loeb,
City Manager Olson stated that the cost of services plan is available on the
City's website and reflects the estimated costs for the service plan extension
for Phase I in the amount of $13 million and an estimated tax revenue in the
amount of $20 million. Council Member Loeb clarified that based on estimated
revenues being higher than the cost for the service plan, taxpayers will not
have additional costs. Jimmy Dodson asked the council to reconsider the
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Southside FM 2444 annexation and requested the development of master plans
before annexing additional areas. John Kelley stated that the resolution
regarding the annexation specifies that the funding will go to the infrastructure
fund and will not go to pay for city services. Mr. Kelley added that those
services will be paid for out of the general fund and the public was not
informed about the increased cost. Mr. Kelley also stated that the information
was not provided in compliance with the Open Meetings Act. Council Member
Loeb reiterated that $13.3 million is the cost of the service plan and asked if
this amount includes all city services. City Manager Olson stated that the
primary cost of $13.3 million is for infrastructure and the basic service plan
that is initiated assumes that city services will be extended to the new service
areas from existing locations. Mr. Olson added that as the population in that
area grows, the service plan will need to be changed. Susie Luna Saldana
stated that the Council is making assumptions and adding tax burdens on the
people and spoke regarding Fire Station No. 18 not being built. Abel Alonzo
stated that he was glad that Council Member Loeb responded to clarify the
allegations made regarding the annexation and said that Fire Station No. 18 will
be built when it is needed. Butch Escobedo spoke regarding the City
addressing existing infrastructure instead of burdening the taxpayers with
additional taxes.
G. CITY MANAGER'S COMMENTS/UPDATE ON CITY OPERATIONS:
Mayor Martinez returned to City Manager's Comments.
b. Other
City Manager Olson reported that the City recently took ownership of the
Montgomery Ward building and is in the process of requesting proposals for
the development of the building before November 10th to promote the
redevelopment of downtown.
I. MINUTES:
3. Regular Meeting of October 21, 2014
Mayor Martinez referred to approval of the minutes. Council Member McIntyre
made a motion to approve the minutes, seconded by Council Member Allen
and passed unanimously.
J. BOARD & COMMITTEE APPOINTMENTS: (NONE)
K. EXPLANATION OF COUNCIL ACTION:
L. CONSENT AGENDA: (ITEMS 4 - 7)
Approval of the Consent Agenda
Mayor Martinez referred to the Consent Agenda. There were no comments from
the Council or the public. The consent agenda items were approved by one
vote as follows:
Corpus Christi
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4.
5.
6.
Aye: 8 - Mayor Martinez, Council Member Allen, Council Member Garza, Council
Member Loeb, Council Member Magill, Council Member McIntyre, Council
Member Riojas and Council Member Scott
Absent: 1 - Council Member Leal
Abstained: 0
Second Reading Ordinance - Appropriating funds to refund
wastewater lot/acreage fees paid for property located on the north
side of Graham Road between Flour Bluff Road and Waldron
Road (1st Reading 10/21/14) (Requires 2/3 vote)
Ordinance appropriating $3,956.06 from the No. 4220 Wastewater
Trunk System Trust Fund to refund Pedro S. Bazan and Sarangelica
Bazan the wastewater lot/acreage fee paid since wastewater services
are not available nor will it be available within the next 5 years as
related to Oak Terrace Unit 2, Block 4, Lot 9A.
This Ordinance was passed on second reading on the Consent Agenda.
Enactment No: 030321
Second Reading Ordinance - Approving a waterline
reimbursement agreement and appropriating funds for property
located along the south side of Saratoga Boulevard (SH 357), east
of Airline Road, and west of Rodd Field Road (1st Reading
10/21/14) (Requires 2/3 vote)
Ordinance authorizing execution of a distribution main extension
construction and reimbursement agreement ("Agreement") with The
Icon at Corpus Christi, Limited Partnership, ("Developer"), for the
construction of a distribution waterline and appropriating $60,193.60
from the No. 4030 Water Distribution Main Trust Fund to reimburse the
developer in accordance with the agreement.
This Ordinance was passed on second reading on the Consent Agenda.
Enactment No: 030322
Second Reading Ordinance - Approving a participation agreement
for the City's share of the cost to extend North Oso Parkway (1st
Reading 10/21/14) (Requires 2/3 vote)
Ordinance authorizing the City Manager to execute a developer
participation agreement with Palm Land Investment, Inc.,
("Developer"), to reimburse the Developer up to $277,894.42 for the
City's share of the cost to extend North Oso Parkway, in accordance
with the Unified Development Code.
This Ordinance was passed on second reading on the Consent Agenda.
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Meeting Minutes October 28, 2014
7.
Enactment No: 030323
Second Reading Ordinance - Appropriating Federal grant to
rehabilitate and construct taxiways at the airport (1st Reading
10/21/14) (Requires 2/3 vote)
Ordinance appropriating $5,000,000 from the Federal Aviation
Administration Grant No. 3-48-0051-052-2014 in the No. 3020 Airport
Capital Improvement Fund to rehabilitate Taxiways D, E, F, and G and
construct Taxiways H and J at Corpus Christi International Airport;
changing the FY 2014-2015 capital budget adopted by Ordinance No.
030303 by increasing revenues and expenditures by $5,000,000 each.
This Ordinance was passed on second reading on the Consent Agenda.
Enactment No: 030324
M. PUBLIC HEARINGS: (NONE)
N. REGULAR AGENDA: (ITEM 8 -9)
8. Approving the Street Preventative Maintenance Program (SPMP)
Year Two - Annual Work Plan
Resolution approving the concepts, direction, and general work plan
for the second year of the Street Preventative Maintenance Program
(SPMP) -- the 2015 SPMP Work Plan.
Mayor Martinez referred to Item 8. Interim Executive Director of Public Works
Valerie Gray stated that the purpose of this item is to approve a resolution in
support of the Street Preventative Maintenance Program (SPMP) for Year Two
which will include maintenance intended to extend street life. Ms. Gray said the
work will be done on residential, collector and arterial streets citywide. In
response to Council Member Loeb, Ms. Gray stated that the work plan is
estimated at $13.8 million in street work. Council Member Loeb commented
that several citizens made comments that the City Council has not been
spending money on infrastructure and this item reflects that the Council will
spend $13.8 million on streets. Mr. Loeb added that if those individuals were so
concerned about the infrastructure, they would have stayed in the room to hear
this item on the agenda. Mayor Martinez called for comments from the public.
Susie Luna Saldana said these improvements to the infrastructure are long
overdue and it's not enough. Abel Alonzo asked questions regarding the
overlay program's compliance with ADA. This Resolution was passed and
approved with the following vote:
Aye: 8 - Mayor Martinez, Council Member Allen, Council Member Garza, Council
Member Loeb, Council Member Magill, Council Member McIntyre, Council
Member Riojas and Council Member Scott
Absent: 1 - Council Member Leal
Abstained: 0
Corpus Christi
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Meeting Minutes October 28, 2014
9.
Enactment No: 030325
Approving the FY2014-2015 HOME Program set-aside funds
Motion to approve the FY2014-2015 HOME Program set-aside funds.
Mayor Martinez referred to Item 9. Director of Housing and Community
Development Eddie Ortega stated that the purpose of this item is to approve
the FY2014-2015 HOME Program set-aside funds for two projects which have
received Texas Department of Housing and Community Affairs Housing Tax
Credits in the amount of $1,818,000. There were no comments from the Council
or the public. This Motion was passed and approved with the following vote:
Aye: 7 - Mayor Martinez, Council Member Allen, Council Member Garza, Council
Member Loeb, Council Member Magill, Council Member McIntyre and
Council Member Riojas
Absent: 1 - Council Member Leal
Abstained: 1 - Council Member Scott
Enactment No: M2014-144
H. EXECUTIVE SESSION: (ITEM 2)
2.
Mayor Martinez deviated from the agenda and referred to the day's executive
session. The Council went into executive session.
Executive session pursuant to Section 551.071 of the Texas
Government Code for consultation with attorneys regarding fire
collective bargaining negotiations with possible discussion and action
in open session.
This item was discussed in executive session.
O. RECESS FOR CORPORATION MEETING: (ITEM 10)
10. Board of Director's Meeting of the Corpus Christi Community
Improvement Corporation
Board of Director's Meeting of the Corpus Christi Community
Improvement Corporation
Mayor Martinez recessed the regular Council meeting to hold a meeting of the
Corpus Christi Community Improvement Corporation.
P. RECONVENE COUNCIL MEETING
Mayor Martinez reconvened the regular Council meeting.
Q. FIRST READING ORDINANCES: (ITEMS 11)
11. First Reading Ordinance - Accepting and appropriating donation
Corpus Christi
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for the purchase of police equipment (Requires 2/3 vote)
Ordinance authorizing the City Manager or designee to accept a
donation from Exxon Mobil Corporation in the amount of $2,000.00 to
be used for the purchase of police equipment; and appropriating
$2,000.00 from Exxon Mobil Corporation into the General Fund No.
1020 to purchase police equipment and changing the FY 2014-2015
Operating Budget adopted by Ordinance No. 030294 by increasing
revenue and expenditures in the General Fund No. 1020 by $2,000.00
each.
Mayor Martinez referred to Item 11. Police Chief Floyd Simpson stated that the
purpose of this item is to accept a donation from Exxon Mobil Corporation in
the amount of $2,000 to be used to purchase police equipment. There were no
comments from the Council or the public. This Ordinance was passed on first
reading and approved with the following vote:
Aye: 7 - Mayor Martinez, Council Member Allen, Council Member Garza, Council
Member Loeb, Council Member Magill, Council Member McIntyre and
Council Member Riojas
Absent: 2 - Council Member Leal and Council Member Scott
Abstained: 0
R. FUTURE AGENDA ITEMS: (ITEMS 12 - 16)
12.
13.
Mayor Martinez referred to the Future Agenda. City Manager Ron Olson stated
that staff did not have any planned presentations.
Approving an engineering construction contract for the Oso
Water Reclamation Plant clarifier no. 5 trough replacement and
chlorine contact chamber repairs (Requires 2/3 vote)
Motion authorizing the City Manager or designee to execute a
construction contract with CSA Construction, Inc. of Houston, Texas in
the amount of $444,800 for the Oso Water Reclamation Plant Clarifier
No. 5 Trough Replacement & Chlorine Contact Chamber Repairs for
the base bid plus additive alternative No. 1 and 2.
This Motion was recommended to the consent agenda.
Approving Contribution -In -Aid -Of -Construction agreement for
Oso Bay Area Development, Phase 2 (Bond 2008) (Requires 2/3
vote)
Motion authorizing the City Manager, or his designee, to execute a
Contribution -In -Aid -Of -Construction Agreement with American Electric
Power (AEP) in the amount of $65,900.18 for electric distribution
service for the Oso Bay Area Park Development Project, Phase 2 and
execute an Easement and Right of Way instrument to AEP containing
225 square feet out of Lot 1, Block 1, Oso Bay Park, necessary for the
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14.
installation and connection of an electrical service transformer for this
project.
This Motion was recommended to the consent agenda.
Approving amendment no. 1 to an engineering design contract for
the Citywide Street Preventative Maintenance Program Year 2
(Requires 2/3 vote)
Motion authorizing the City Manager, or designee, to execute
Amendment No. 1 with Coym, Rehmet & Gutierrez Engineering, L.P.
of Corpus Christi, Texas in the amount of $749,530.00 for the Citywide
Street Preventative Maintenance Program (SPMP) Year 2 project.
This Motion was recommended to the consent agenda.
15. Approving a work plan and budget agreement with the Nueces
River Authority (Requires 2/3 vote)
16.
Motion authorizing the City Manager or designee to execute a work
plan and budget agreement with the Nueces River Authority in the
amount of $99,996 to provide water planning, protection, development,
and data management services to the City for FY 2015.
This Motion was recommended to the consent agenda.
Authorizing and adoption of Restated and Amended Articles of
Incorporation for the Corpus Christi Business and Job
Development Corporation (CCBJDC) (Requires 2/3vote)
Resolution finding that it is advisable that the Corpus Christi Business
and Job Development Corporation Articles of Incorporation be restated
and amended; authorizing adoption of the restated and amended
articles; approving the form of the restated and amended Articles.
This Resolution was recommended to the consent agenda.
S. BRIEFINGS TO CITY COUNCIL: (NONE)
T. LEGISLATIVE UPDATE:
U. ADJOURNMENT
None.
The meeting was adjourned at 2:01 p.m.
Corpus Christi
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AGENDA MEMORANDUM
Future Item for the City Council Meeting of October 28, 2014
Action Item for the City Council Meeting of November 11, 2014
DATE:
TO: Ronald L. Olson, City Manager
October 13, 2014
THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities
GustavoGo@cctexas.com
(361) 826-3897
FROM: Valerie H. Gray, P.E., Interim Executive Director, Public Works
ValerieG@cctexas.com
(361) 826-3729
Mark Van Vleck, P.E., Executive Director, Utilities
MarkVV@cctexas.com
(361) 826-1874
Engineering Construction Contract
Oso Water Reclamation Plant Clarifier No. 5 Trough Replacement
& Chlorine Contact Chamber Repairs
CAPTION:
Motion authorizing the City Manager or designee to execute a construction contract with CSA
Construction, Inc. of Houston, Texas in the amount of $444,800 for the Oso Water Reclamation
Plant Clarifier No. 5 Trough Replacement & Chlorine Contact Chamber Repairs for the Base Bid
plus Additive Alternative No. 1 and 2.
PURPOSE:
The purpose of this agenda item is to obtain authority to execute a construction contract with
CSA Construction, Inc.
BACKGROUND AND FINDINGS:
This project serves to replace damaged components of both Oso Water Reclamation Plant
Chlorine Contact Chambers No. 3 and No. 4 as well as Clarifier No. 5, including the weir
troughs, stilling well, scum baffles, angle braces, traveling bridge guide pipes, skimmer blades,
pillow blocks, slide gate, and associated appurtenances.
This project includes two additive alternates. Additive Alternate No. 1 includes the replacement
of knee braces on the south side of Clarifier No. 5 and shoring and weir trough realignment
associated with the knee brace replacement. Additive Alternate No. 2 includes the work
associated with the removal and replacement of three slide gates on the effluent channel of
Clarifier No. 5.
These improvements are required to extend the life of the Oso Water Reclamation Plant and to
meet the Texas Commission on Environmental Quality permit.
On July 23, 2014, the City received proposals from four (4) bidders and their respective bids are
as follows:
Contractor
Base Bid
Add. Alt. No. 1
Add. Alt. No. 2
Total
CSA Construction, Inc.
Houston, TX
$382,000.00
$15,100.00
$47,700.00
$444,800.00
JS Haren
Athens, TN
$433,000.00
$15,000.00
$19,500.00
$467,500.00
Associated Contractors
Partners
Boerne, TX
$475,000.00
$65,000.00
$27,000.00
$567,000.00
Palacios Marine &
Industrial Coatings, Inc.
Palacios, TX
$534,896.00
$89,996.00
$141,597.00
$766,489.00
The Engineer's Opinion of Probable Construction Cost, including the additive alternates, is
$514,000.
ALTERNATIVES:
1. Authorize the execution of the construction contract.
2. Do not authorize the execution of the construction contract. (Not Recommended)
OTHER CONSIDERATIONS:
The City's engineer, LNV, Inc., conducted a bid analysis of the four (4) proposals submitted to
the City. The lowest bidder based on the total base bid plus additive alternative No. 1 and 2 is
CSA Construction, Inc. of Houston, Texas. Based on the information submitted in accordance
with the contract documents, CSA Construction, Inc. has the experience and resources to
complete the project.
CONFORMITY TO CITY POLICY:
Conforms to City Fiscal Policy
EMERGENCY / NON -EMERGENCY:
Non -Emergency
DEPARTMENTAL CLEARANCES:
Utilities Department
FINANCIAL IMPACT:
❑ Operating ❑ Revenue
®Capital
❑ Not applicable
Fiscal Year
2014-2015
Project to
Date
Expenditures
Current Year
Future Years
TOTALS
Line Item Budget
$2,920,000.00
$2,920,000.00
Encumbered /
Expended Amount
$48,518.00
$48,518.00
This Item
$444,800.00
$444,800.00
Future Anticipated
Expenditures This
Project
$111,764.00
$112,046.00
BALANCE
$2,314,918.00
$2,314,918.00
Fund(s): Wastewater CIP #2
Comments: This project requires approximately 205 calendar days with anticipated completion
May 2015. The construction contract will result in the expenditure of an amount not to exceed
$444,800.
RECOMMENDATION:
City Staff recommends approval of the construction contract with CSA Construction, Inc. of
Houston, Texas in the amount of $444,800 for the Oso Water Reclamation Plant Clarifier No. 5
Trough Replacement & Chlorine Contact Chamber Repairs for the Base Bid and Additive
Alternative No. 1 and 2.
LIST OF SUPPORTING DOCUMENTS:
Project Budget
Location Map
Presentation
PROJECT BUDGET
Oso Water Reclamation Plant
Interim Ammonia Improvements (Phase One) and
Clarifier/CC Chamber Repair
FUNDS AVAILABLE:
Wastewater CIP 2,920,000
FUNDS REQUIRED:
Construction Contract (CSA Construction, Inc.) (THIS ITEM) 444,800
Contingency (10%) 44,480
Engineer Fees:
*Design Engineer, includes partial Construction Observation Services (LNV, Inc.)
Construction Observation Services (City)
48,518
42,040
Reimbursements:
Administration/Finance (Capital Programs/Capital Budget/Finance) 7,500
Engineering Services (Project Mgmt/Constr Mgt/Traffic Mgt/Land Acq Svcs) 15,520
Miscellaneous 2,224
TOTAL 605,082
**ESTIMATED PROJECT BUDGET BALANCE 2,314,918
*LNV contract administratively approved on April 25, 2014. Costruction Observation Services will be a
combination of internal and external resources.
**Remaining funds will be used for additional improvements at the Oso Water Reclamation Plant.
Project Location
PROJECT # E13139
LOCATION MAP
NOT TO SCALE
Oso Water Reclamation Plant Clarifier No. 5
Trough Replacement & Chlorine Contact
Chamber Repairs
CITY COUNCIL EXHIBIT
CITY OF CORPUS CHRISTI, TEXAS
DEPARMENT OF CAPITAL PROGRAMS
PAGE 1OF1
Corpus Chr'sti
Capital Programs
Oso Water Reclamation Plant
Clarifier No. 5 Trough Replacement &
Chlorine Contact Chamber Repairs
Council Presentation
October 28, 2014
Project Scope
Corpus Chr sti
Capital Programs
Project Schedule
co)
Corpus Chr ski
Capital Programs
2014
2015
Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May
Design
Bid &
Award
Construction
Construction Estimate:
205 Calendar Days 7 Months
Projected Schedule reflects City Council award of construction
in November 2014 with anticipated construction completion in
May 2015.
TOTAL 605,082
Project Budget
Corpus Chr sti
Capital Programs
FUNDS AVAILABLE:
Wastewater CIP 2,920,000
FUNDS REQUIRED:
Construction Contract (CSA Construction, Inc.) (THIS ITEM)
Contingency (10%)
444,800
44,480
Engineer Fees:
*Design Engineer, includes partial Construction Observation Services (LNV, Inc.) 48,518
Construction Observation Services (City)
42,040
Reimbursements 25,244
**ESTIMATED PROJECT BUDGET BALANCE
2,314,918
*LNV contract administratively approved on April 25, 2014. Costruction Observation Services will be a
combination of internal and external resources.
**Remaining funds will be used for additional improvements at the Oso Water Reclamation Plant.
AGENDA MEMORANDUM
First Reading Item for the City Council Meeting of October 28, 2014
Second Reading Item for the City Council Meeting of November 11, 2014
DATE: October 10, 2014
TO: Ronald L. Olson, City Manager
THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities
GustavoGo@cctexas.com
(361) 826-3897
FROM: Valerie H. Gray, P.E., Interim Executive Director, Public Works
ValerieG@cctexas.com
(361) 826-3729
Michael Morris, Director of Parks and Recreation
MichaelMo@cctexas.com
(361) 826-3464
Oso Bay Area Park Development, Phase 2 (Bond 2008)
AEP Contribution -In -Aid -Of -Construction Agreement
CAPTION:
Motion authorizing the City Manager, or his designee, to execute a Contribution -In -Aid -Of -
Construction Agreement with American Electric Power (AEP) in the amount of $65,900.18 for
electric distribution service for the Oso Bay Area Park Development Project, Phase 2 and execute
an Easement and Right of Way instrument to AEP containing 225 square feet out of Lot 1, Block
1, Oso Bay Park, necessary for the installation and connection of an electrical service transformer
for this project.
PURPOSE:
The purpose of this Agenda Item is to obtain authority to execute the Contribution -In -Aid -Of -
Construction Agreement for providing electric distribution service for the Oso Bay Area Park and
to execute an Easement and Right of Way instrument for a transformer to AEP.
BACKGROUND AND FINDINGS:
This project, which is the second phase of the Oso Creek/ Oso Bay Area Park Development Plan,
will construct a City Interpretive/Conservation Nature Park along the Oso Creek/Oso Bay area to
include an interpretive conservation center, a lab building, shade structures, Discovery Garden,
parking lot with drop off area, trails (concrete and decomposed granite) with signage, a pond with
wetland development, viewing areas, restrooms, 300 foot extension of Oso Parkway,
infrastructure improvements (water, wastewater, and storm water) furnishings, landscaping and
other amenities. It will also be an entirely "Green Development" as well as a site for bird watching.
This project is being supplemented by grants from Texas Parks & Wildlife, Texas General Land
Office and other state agencies. As part of this phase, a new electrical power supply is required
to support the new lab building as well as future buildings planned in the Oso Bay Park Master
Plan.
ALTERNATIVES:
1. Authorize the execution of the Contribution -In -Aid -Of -Construction Agreement.
2. Do not authorize the execution of the Contribution -In -Aid -Of -Construction Agreement. (Not
Recommended)
OTHER CONSIDERATIONS:
This project was approved by the voters in the November 2008 Bond election. It has received grants from
several state and local agencies including the Community Enrichment Fund ($450,000.00), the Coastal
Impact Assistance Program 2010 ($1,500,000.00) and the Texas Parks & Wildlife Outdoor Grant
($500,000.00).
CONFORMITY TO CITY POLICY:
Conforms to City Fiscal Policy; Consistent with Parks Open Space Master Plan; FY 2014-2015 Capital
Budget.
EMERGENCY / NON -EMERGENCY:
Non -Emergency
DEPARTMENTAL CLEARANCES:
Parks and Recreation
FINANCIAL IMPACT:
❑ Or eratina ❑ Revenue
XCaoital
❑ Trust Funds
Fiscal Year
2014-2015
Project to
Date
Expenditures
Current Year
Future Years
TOTALS
Line Item Budget
$6,467,900.00
$851,700.00
$7,319,600.00
Encumbered /
Expended Amount
$6,467,900.00
$6,467,900.00
This Item
$65,900.18
$65,900.18
Future Anticipated
Expenditures This
Project
$785,799.82
$785,799.82
BALANCE
$0.00
$0.00
$0.00
Fund(s): Parks and Recreation 2008 GO Bond Proceeds, Texas Parks and Wildlife Grants,
Bond 2004 Project savings, Community Enrichment Grant Funds, and Water, Wastewater, and
Storm Water Capital Improvement Reserves.
Comments: This project is the second construction phase of Oso Creek/ Oso Bay Area Park.
CIP PR06.
RECOMMENDATION:
Staff recommends approval of this item as presented.
LIST OF SUPPORTING DOCUMENTS:
Project Budget
Location Map
AEP Agreement
Easement
Presentation
PROJECT BUDGET
Oso Creek/Oso Bay Area Park Master Plan
Project No. 3380
FUNDS AVAILABLE: Phase 1 Phase 2
Bond 2008 Park Funds 979,586.24 1,770,413.76
Coastal Impact Assistance Program 2010 1,500,000.00
Texas Parks & Wildlife Outdoor Grant - 500,000.00
Texas Parks & Wildlife National Recreation Trails Gt 200,000.00 0.00
Community Enrichment Fund (Land Purchase) 571,300.00 0.00
Street Capital Improvement Program Reserves 289,895.00
Storm Water Capital Improvement Program 196,265.00
Water Capital Improvement Program 288,210.00
Wastewater Capital Improvement Program 319,740.00
Bond 2008 Park Savings 254,300.00
Community Enrichment Fund - 450,000.00
TOTAL 1,750,886.24 5,568,823.76
FUNDS REQUIRED:
Construction - Phase 1 (H20) 638,062.00 -
Construction - Phase 2 (Reytec Construction) - Parks 3,364,528.31
Construction - Phase 2 (Reytec Construction) - Drainage 152,835.95
Construction - Phase 2 (Reytec Construction) - Water 224,195.77
Construction - Phase 2 (Reytec Construction) - WW 248,738.74
Construction - Phase 2 (Reytec Construction) - Streets - 225,517.23
Total Construction 638,062.00 4,215,816.00
Contingency - Phase 1 (H20) 38,076.00 -
Contingency - Phase 2 (Reytec Construction) 120,847.55
Art $0.00 60,675.00
AEP - Contribution in Aid of Construction $0.00 65,900.18
Land Purchase (to date) 563,884.89 -
Design Fees:
Design Consultant, Phase One (RVI)* 306,029.00
Survey Phase One (CRG) 6,750.00
Geotech Phase One (Rock) 5,200.00
C/M Testing Phase One (Rock) 9,714.00
Design Consultant, Phase Two (RVI) - 709,390.00
Geotech Phase Two (Rock) - 12,400.00
C/M Testing Phase Two (Estimate) - 60,000.00
Amendment No. 8 18,580.00
Amendment No. 9 5,500.00
Reimbursements:
Administration/Finance (Capital Programs/Capital Budget/Finance)... 70,548.16 94,855.86
Engineering Services (Project Mgmt/Constr Mgmt) 92,473.07 86,424.23
Construction Inspection Services 19,141.86 115,934.94
Misc. (Printing, Advertising, etc.) 1,007.26 2,500.00
TOTAL 1,756,386.24 5,563,323.76
ESTIMATED PROJECT BUDGET BALANCE
* Original Contract Approved by Council on January 11, 2011
-5,500.00 5,500.00
Project Location
PROJECT # 3380
LOCATION MAP
NOT TO SCALE
OSO CREEK / OSO BAY AREA
PARK DEVELOPMENT PROJECT
CITY COUNCIL EXHIBIT
CITY OF CORPUS CHRISTI, TEXAS
DEPARMENT OF CAPITAL PROGRAMS
PAGE 1OF1
CITY OF CORPUS CHRISTI
Service: WOOLDRIDGE
CORPUS CHRISTI, TX
Contract #: DWMS00000244466
AEP Texas Central Company
Contribution -In -Aid -Of -Construction Agreement
For Electric Distribution Service
Work Request #: 49850082
Date: 9/24/2014
You, CITY OF CORPUS CHRISTI (Customer) have requested AEP Texas Central Company (Company) to install/construct
certain electric distribution facilities (hereinafter referred to as "Facilities") as follows:INSTALLING OVERHEAD
AND UNDERGROUND FACILITIES TO SERVE NEW CUSTOMER.
The cost for construction/installation of the requested Facilities will be in excess of what would normally be
provided by Company at no additional cost to the Customer to initiate service. In accordance with the Company's
approved Tariff, as filed with the Public Utilities Commission of Texas, the Customer agrees to pay Company a
one-time, non-refundable, Contribution -In -Aid -Of -Construction (CIAC) in the amount of 65,900.18. The Customer
understands that he/she receives no ownership or control of the Facilities by virtue of the payment of the CIAC.
The Facilities installed by the Company will remain the property of the Company. The Company expressly retains the
right to use said Facilities for any purpose which Company deems appropriate under good utility practices, including
the distribution of electric service to other customers.
Company agrees to INSTALL FACILITES TO PREMISES AS FOLLOWS: OSO PARKWAY, CC TX., and the Customer agrees to provide
PAYMENT AMOUNT LISTED BELOW IN AID TO CONSTRUCTION. and to be ready to take electric service on or before
09/08/2014.
It is understood and agreed that the Company will not begin construction/installation of the Facilities until full
payment of the CIAC has been received by the Company; therefore, Customer understands and agrees that he/she needs
to make full payment of the CIAC in sufficient time to allow for the construction/installation to be completed by
the In Service Date.
The pricing of the CIAC quoted herein is based on the specifics of the Customer's request, including the Customer's
stated In Service Date, and must be accepted by the Customer by executing and returning to the Company this
Agreement by 12/23/2014 to remain valid. Should Customer alter the request for facilities, or request a delay in
(or is otherwise unable to take service by) the stated In Service Date, the Company reserves the right to update the
pricing and require an additional CIAC payment to reflect any increases in cost due to the alteration in requested
facilities or the delay in taking service, or both.
Nothing contained herein shall be construed as a waiver or relinquishment by Company of any right it has or may
hereafter have to discontinue service for default in the payment of any bill owing or to become owing hereunder or
for any reason or cause allowed by law.
By signing and returning this Agreement, Customer understands and accepts the above described terms and conditions.
Customer Company
By By
Signature: Signature:
Title: Title:
Date: Date:
PLEASE » Please remit To:
American Electric Power
DETACH » Sandra Luna
STUB » P.O. Box 2121
Corpus Christi, TX 78403
AND »
Bill To:
RETURN » CITY OF CORPUS CHRISTI
WITH »
PAYMENT »
Company No:
Contract No:
Customer No:
Date:
Amount Due:
Amount Remitted:
211
DWMS00000244466
9/24/2014
65,900.18
Contract No: DWMS00000244466
Date: 9/24/2014
PRO FORMA
Description Quantity UOM Init Amt
INSTALLING OVERHEAD AND
UNDERGROUND FACILITIES TO SERVE
NEW CUSTOMER.
1.0 EA
Customer No:
Purchase Order:
Net Amount
49850082
65,900.18 65,900.18
Amount Due: 65,900.18
(CORP) CP 460-OH/UG REV. 05/12
Town: Corpus Christi Description: Install overhead & underground distribution facilities to 2446 North Oso Parkway serving the
Oso Bay Nature Preserve and Learning Center.
County: Nueces W.R. #49850082 Submitted by: PSK Date: 9/11/2014
EASEMENT AND RIGHT OF WAY
CITY OF CORPUS CHRISTI ("Grantor"), for and in consideration of Ten & 00/100 Dollars ($10.00), and other good and
valuable consideration to Grantor in hand paid by AEP TEXAS CENTRAL COMPANY, a Texas corporation, whose address is P.O.
Box 2121, Corpus Christi, Texas 78403 ("Grantee") the receipt and sufficiency of which is hereby acknowledged and confessed, has
GRANTED, SOLD, and CONVEYED, and by these presents does GRANT, SELL, and CONVEY unto Grantee, its successors and
assigns, a perpetual easement and right of way for electric distribution lines, consisting of poles made of wood, metal, or other
materials, crossarms, static wires, guys, wire circuits, underground cables and conduits, communication circuits, metering equipment
and all necessary or desirable appurtenances (including, but not limited to, transformers, meters, vaults, and service pedestals) over,
under, across, and upon the following described land located in
County, Texas, to wit:
SEE EXHIBIT "A & B", ATTACHED AND MADE A PART HEREOF AND INCORPORATED HEREIN (the
"Easement Area");
Together with the right of ingress and egress over, under, across and upon the Easement Area and Grantor's adjacent land for
the purpose of constructing, operating, reconstructing on poles or burying and replacing underground cables and conduits (including
necessary ditching and backfilling), enlarging, inspecting, patrolling, repairing, maintaining, upgrading and removing said lines,
circuits, underground cables and conduits, poles, wires and appurtenances; the right to relocate within the Easement Area along the
same general direction of said lines, cables, and conduits; and the right to remove from the Easement Area all structures, obstructions,
and trees and parts thereof, using generally accepted vegetation management practices, (whether from the Easement Area or that could
grow into the Easement Area) which may, in the reasonable judgment of Grantee, endanger or interfere with the safe and efficient
operation and/or maintenance of said lines, cables, conduits or appurtenances or ingress and egress to, from or along the Easement
Area.
Grantor reserves the right to use the Easement Area subject to said Easement and Right of Way in any way that will not
interfere with Grantee's exercise of the rights hereby granted. However, Grantor shall not construct or permit to be constructed any
house or other aboveground structure on or within the Easement Area containing Grantee's improvements without the express written
consent of Grantee.
TO HAVE AND TO HOLD the above described easement and rights unto the Grantee, its successors and assigns. Grantor
binds itself, assigns, and legal representatives to warrant and defend all and singular the above described easement and rights unto the
said Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof.
EXECUTED this day of
GRANTOR:
CITY OF CORPUS CHRISTI
By:
Valerie H. Gray, Interim Executive Director of Public Works
STATE OF Texas
COUNTY OF Nueces
§
§
ACKNOWLEDGMENT
This instrument was acknowledged before me on this day of , , by Valerie H. Gray, Interim
Executive Director of Public Works for City of Corpus Christi.
Notary Public, State of
Commission Expires:
SEAL
AFTER RECORDING, PLEASE RETURN TO:
AEP
% Right -Of -Way Agent
P.O. Box 2121
Corpus Christi, Texas 78403
3380 — Oso Bay Park
15' x 15' AEP Electrical Easement
STATE OF TEXAS
COUNTY OF NUECES
BEING a tract of land containing 225.00 square feet (0.005 acres) of land out of Lot 1, Block 1, Oso Bay
Park, a map of which is recorded in Volume 68, Page 8, Map Records of Nueces County, Texas. This
electrical easement being more fully described by metes and bounds as follows:
Commencing at an iron rod found on the southeasterly boundary of North Oso Parkway for the north corner of Lot
16, Block 1, San Sebastian at Terra Mar, a map of which is recorded in Volume 67, Page 168, Map Records of
Nueces County, Texas and for the west corner of said Lot 1, Block 1, Oso Bay Park;
Thence, with said southeasterly boundary of said North Oso Parkway, same being the northwest boundary of said
Lot 1, Block 1, Oso Bay Park, N 28°39'33" East, a distance of 165.00 feet to an iron rod found for the point of
curvature of a circular curve to the right which has a central angle of 17°17'50", a radius of 560.00 feet, a tangent
distance of 85.18 feet and an arc length of 169.06 feet;
Thence, with said circular curve to the right, along said southeasterly boundary of North Oso Parkway, an arc
length of 169.06 feet to an iron rod found for the point of tangency;
Thence, continuing with the common boundary of said North Oso Parkway and said Lot 1, Block 1, Oso Bay Park,
North 45°57'23" East, at 68.86 feet pass the end of North Oso Parkway and continuing with the northeasterly
boundary of said Lot 1, Block 1, Oso Bay Park, in all a total distance of 439.23 feet;
Thence, with the westerly extension of the northeasterly boundary of an existing 15' wide utility easement, as
shown on said recorded plat of Lot 1, Block 1, Oso Bay Park, South 61°28'37" East, at 20.96 feet pass a corner of
said utility easement and continuing with the northeasterly boundary of said easement, a total distance of 243.51
feet to a 5/8" iron rod with City of Corpus Christi cap set for the Point of Beginning and west corner of this
electrical easement;
Thence, with the northwest boundary of this electrical easement, North 27°57'26" East, a distance of 15.00 feet to a
5/8" iron rod with City of Corpus Christi cap set for the north corner of this electrical easement;
Thence, with the northeast boundary of this electrical easement, South 61°28'37" East, a distance of 15.00 feet to a
5/8" iron rod with City of Corpus Christi cap set for the east corner of this electrical easement;
Thence, with the southeast boundary of this electrical easement, South 27°57'26" West, a distance of 15.00 feet to a
5/8" iron rod with City of Corpus Christi cap set on the aforementioned northeast boundary of said existing utility
easement, for the south corner of this electrical easement;
Thence, with the southwest boundary of this electrical easement, same being the northeast boundary of said existing
easement, North 61°28'37" West, a distance of 15.00 feet to the Point of Beginning and containing 225.00 square
feet (0.005 acres ) of land.
K.Engineering\Survey\ProjectsUN3380-0SO BAY PARK-UE-20131FINAL DOCUMENTSUN3380-0S0 BAY PARK -UE -AEP EASEMENT.dooc Page 1 of 2
Bearings based on the recorded plat of Lot 1, Block 1, Oso Bay Park, a map of which is recorded in Volume 68,
Page 8, Map Records of Nueces County, Texas.
STATE OF TEXAS
COUNTY OF NUECES
I, Russell D. Ochs, a Registered Professional Land Surveyor, hereby certify that the foregoing field notes were
prepared by me from a land survey made on the ground under my supervision.
This the 5th day of August, 2014
Russell D. Ochs, R.P.L.S,
State of Texas License No. 5241
K \Engineering'Surcev'ProjectsJN3380-0S0 BAY PARK-UE-20131FINAL DOCUMENTSUN3380-0S0 BAY PARK -UE -AEP EASEMENT.docx Page 2 of 2
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Corpus Chr}sti
Capital Programs
Contribution in Aid of Construction
Council Presentation
October 28, 2014
Project Scope
co,
Corpus Chr sti
Capital Programs
® Project Location
PROJECT #: 3380
2
Project Schedule
ea*,
Corpus Chr sti
Capital Programs
2014
INovember December
Construction II
Project Estimate: 60 Calendar Days 2 Months
Projected Schedule reflects City Council award in
November 2014 with anticipated construction
completion in December 2014.
Project Budget
co,
Corpus Chr sti
Capital Programs
FUNDS AVAILABLE: Phase 1 Phase 2
Bond 2008 Park Funds 979,586.24 1,770,413.76
Coastal Impact Assistance Program 2010 - 1,500,000.00
Texas Parks & Wildlife Outdoor Grant - 500,000.00
Texas Parks & Wildlife National Recreation Trails Gt 200,000.00 0.00
Community Enrichment Fund (Land Purchase) 571 ,300.00 0.00
Street Capital Improvement Program Reserves 289,895.00
Storm Water Capital Improvement Program 196,265.00
Water Capital Improvement Program - 288,210.00
Wastewater Capital Improvement Program 319,740.00
Bond 2008 Park Savings 254,300.00
Community Enrichment Fund - 450,000.00
TOTAL 1,750,886.24 5,568,823.76
FUNDS REQUIRED:
Total Construction 638,062.00 4,215,816.00
Contingency- Phase 1 (H20) 38,076.00
Contingency- Phase 2 (Reytec Construction) 120,847.55
Art $0.00 60,675.00
AEP - Contribution in Aid of Construction $0.00 65,900.18
Land Purchase (to date) 563,884.89 -
Design Fees:
Design Consultant, Phase One (RVI)" 306,029.00
Survey Phase One (CRG) 6,750.00
Geotech Phase One (Rock) 5,200.00
C/M Testing Phase One (Rock) 9,714.00
Design Consultant, Phase Two (RVI) 709,390.00
Geotech Phase Two (Rock) 12,400.00
C/M Testing Phase Two (Estimate) 60,000.00
Amendment No. 8 18,580.00
Amendment No. 9 5,500.00
Reimbursements: 183,170.35 299,715.03
TOTAL 1,756,386.24 5,563,323.76
ESTIMATED PROJECT BUDGET BALANCE
* Original Contract Approved by Council on January 11, 2011
-5,500.00 5,500.00
4
AGENDA MEMORANDUM
Future item for the City Council Meeting of October 28, 2014
Action item for the City Council Meeting of November 11, 2014
DATE: October 15, 2014
TO: Ronald L. Olson, City Manager
THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities
gustavogo@cctexas.com
(361) 826-3897
Valerie H. Gray, P. E., Interim Executive Director of Public Works
valerieg@cctexas.com
(361) 826-3729
FROM: Natasha Fudge, P. E., Acting Director of Capital Programs
natashaf@cctexas.com
(361) 826-3504
CAPTION:
Andy Leal Jr., P. E., Interim Director of Street Operations
andyl@cctexas.com
(361) 826-1957
Engineering Design Amendment No. 1
Citywide Street Preventative Maintenance Program Year 2
Motion authorizing the City Manager, or designee, to execute Amendment No. 1 with Coym, Rehmet &
Gutierrez Engineering, L.P. of Corpus Christi, Texas in the amount of $749,530.00 for the Citywide
Street Preventative Maintenance Program (SPMP) Year 2 project.
PURPOSE:
The purpose of this Agenda Item is to obtain authority to execute Amendment No. 1 with Coym, Rehmet
& Gutierrez Engineering, L.P. for Street Preventative Maintenance Program Year 2.
BACKGROUND AND FINDINGS:
This contract amendment includes the preparation and development of the necessary Indefinite
Delivery/Indefinite Quantity (IDIQ) construction delivery orders for the Citywide Street Overlay and
Sealcoat program to support year two construction. The IDIQ construction project supports the City's
efforts to increase the street preventative maintenance program (SPMP) and is developed in conjunction
with the work plan identified for year two of street maintenance.
K:\ENGINEERING\LEGISTAR\1 - OCTOBER 28\CITYWIDE STREET PREVENTATIVE MAINT PROGRAM YR 2\AGENDA MEMO CITYWIDE STREET PREV MAINT PROGRAM YEAR
2.DOCX
ALTERNATIVES:
1. Authorize execution of Amendment No. 1.
2. Do not authorize execution of Amendment No. 1. (Not Recommended)
OTHER CONSIDERATIONS:
Construction observation is not included in this contract amendment.
Construction on year 2 of the SPMP will follow in January 2015, with final construction contract amounts
funded through the Street User Fee.
Bay Ltd currently holds the construction contract for sealcoats and Haas Anderson currently holds the
construction contract for overlays. These construction contracts were approved by City Council on
December 17, 2013, with options to renew these construction contract administratively annually for three
year extensions. Both contractors have expressed interest in renewing their respective construction
contractor for this upcoming option year to complete year 2 of the SPMP. Notice to proceed with
construction of year 2 of the SPMP will be issued in February 2015, pending successful completion of
year one work and subject to the availability of funding.
CONFORMITY TO CITY POLICY:
This contract amendment complies to City policy regarding Professional Service Contracts and financial
polices as part of the FY2015 Operating Budget.
EMERGENCY / NON -EMERGENCY:
Not applicable
DEPARTMENTAL CLEARANCES:
Street Department
FINANCIAL IMPACT.
Fiscal Year
2014-2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Budget
$0.00
$15,406,044.44
$0.00
$15,406,044.44
Encumbered /
Expended Amount
$0.00
$0.00
$0.00
$0.00
This item
$0.00
$749,530.00
$0.00
$749,530.00
Future Anticipated
Expenditures This
Project
$0.00
$14,274,790.00
$0.00
$14,274,790.00
BALANCE
$0.00
$381,724A4
$0.00
$381,724.44
Fund(s):
Comments:
RECOMMENDATION:
City staff recommends that the Amendment No. 1 be awarded to Coym, Rehmet & Gutierrez
Engineering, L.P. of Corpus Christi, Texas in the amount of $749,530.00 for the Citywide Street
Preventative Maintenance Program Year 2.
K:\ENGINEERING\LEGISTAR\1 - OCTOBER 28\CITYWIDE STREET PREVENTATIVE MAINT PROGRAM YR 2\AGENDA MEMO CITYWIDE STREET PREV MAINT PROGRAM YEAR
2.DOCX
LIST OF SUPPORTING DOCUMENTS:
Project Budget
Location Map
Presentation
K:\ENGINEERING\LEGISTAR\1 - OCTOBER 28\CITYWIDE STREET PREVENTATIVE MAINT PROGRAM YR 2\AGENDA MEMO CITYWIDE STREET PREV MAINT PROGRAM YEAR
2.DOCX
PROJECT BUDGET ESTIMATE
Citywide Street Preventative Maintenance Program Year 2
E14021
PROJECT FUNDS AVAILABLE:
Annual Street User Fee $ 10,948,716.00
RTA 2,498,916.00
General Fund 1,958,412.44
TOTAL 15,406,044.44
FUNDS REQUIRED:
Construction (includes Contingency) 13,800,000.00
Design Fees:
Engineer (CRG) 49,790.00
Engineer (CRG) Amendment No. 1 749,530.00
Geotechnical Study and Testing (TBD) 150,000.00
Reimbursements:
Contract Administration (Capital Programs/Capital Budget/Finance) 75,000.00
Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt) 200,000.00
TOTAL 15,024,320.00
ESTIMATED PROJECT BUDGET BALANCE $ 381,724.44
Note: City -Wide Project
PROJECT # E14021
LOCATION MAP
NOT TO SCALE
City -Wide Street Preventative
Maintenance Program
(SPMP) Year 2
CITY COUNCIL EXHIBIT
CITY OF CORPUS CHRISTI, TEXAS
DEPARMENT OF CAPITAL PROGRAMS
PAGE 1OF1
AMENDMENT NO. 1
TO CITY OF CORPUS CHRISTI
CONTRACT FOR PROFESSIONAL SERVICES
The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277,
Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized
City Manager or Designee (Executive Director of Public Works) and COYM, REHMET &
GUTIERREZ ENGINEERING, L.P., a Texas corporation, 5656 South Staples Street, Suite
230, Corpus Christi, Nueces County, Texas 78411, (ArchitectlEngineer — A/E), hereby
agree as follows:
1. SCOPE OF PROJECT
Citywide Street Preventative Maintenance Program Year 2 (Project No. E14021) — This
contract amendment includes the preparation and development of the necessary Indefinite
Delivery/Indefinite Quantity (IDIQ) construction delivery orders for the Citywide Street
Overlay and Sealcoat program to support year two construction.
The IDIQ construction project supports the City's efforts to increase the street maintenance
program and is developed in conjunction with the work plan identified for year two of street
maintenance.
Development of project delivery orders to support construction of year two of the IDIQ
construction will be provided through a separate contract.
2. SCOPE OF SERVICES
The NE hereby agrees, at its own expense, to perform design services necessary to
review and prepare plans, specifications, and bid and contract documents. In addition, NE
will provide monthly status updates (project progress or delays, gantt charts presented with
monthly invoices) and provide contract administration services, as described in Exhibit
"A", to complete the Project. Work will not begin on Additional Services until requested by
the NE (provide breakdown of costs, schedules), and written authorization is provided by
the Executive Director of Public Works.
A/E services will be "Services for Construction Projects"- (Basic Services for Construction
Projects") which are shown and are in accordance with "Professional Engineering Services -
A Guide to the Selection and Negotiation Process, 1993" a joint publication of the
Consulting Engineer's Council of Texas and Texas Society of Professional Engineers. For
purposes of this contract, certain services listed in this publication as Additional Services
will be considered as Basic Services.
3. ORDER OF SERVICES
The NE agrees to begin work on those authorized Basic Services for this contract upon
receipt of the Notice to Proceed from the Executive Director of Public Works. Work will not
begin on any phase or any Additional Services until requested in writing by the NE and
written authorization is provided by the Executive Director of Public Works. The anticipated
schedule of the preliminary phase, design phase, bid phase, and construction phase is
Contract for Capital Programs
Page 1 of 3
KIENGINEERING DATAEXCHANGEIANGIEMISTREET1E14021 CITYWIDE STREET PREVENTATIVE MAINT PROGRAM YEAR 21AMD 1 CRGICONTRACT
PROFESSIONAL SERVICES.DOC
shown on Exhibit "A". This schedule is not to be inclusive of all additional time that may
be required for review by the City staff and may be amended by or with the concurrence of
the Executive Director of Public Works.
The Executive Director of Public Works may direct the NE to undertake additional services
or tasks provided that no increase in fee is required. Services or tasks requiring an
increase of fee will be mutually agreed and evidenced in writing as an amendment to this
contract. NE shall notify the City of Corpus Christi within three (3) days of notice if tasks
requested requires an additional fee.
4. INDEMNITY AND INSURANCE
NE agrees to the mandatory contract indemnification and insurance requirements as set
forth in Exhibit "B".
5. FEE
In the original contract, Exhibit "A" FEES shall be modified for a total fee not to exceed
$749,530.00 (Seven Hundred Forty Nine Thousand Five Hundred Thirty Dollars and Zero
Cents), for a restated fee not to exceed $799,320.00, (Seven Hundred Ninety Nine
Thousand Three Hundred Twenty Dollars and Zero Cents) as shown in the attached
Amendment No. 1, Exhibit "A". Monthly invoices will be submitted in accordance with
Exhibit "C".
6. TERMINATION OF CONTRACT
The City may, at any time, with or without cause, terminate this contract upon seven days
written notice to the NE at the address of record. In this event, the NE will be
compensated for its services on all stages authorized based upon NE and City's estimate
of the proportion of the total services actually completed at the time of termination.
7. LOCAL PARTICIPATION
The City Council's stated policy is that City expenditures on contracts for professional
services be of maximum benefit to the local economy. The NE agrees that at least 75% of
the work described herein will be performed by a labor force residing within the Corpus
Christi Metropolitan Statistical Area (MSA). Additionally, no more than 25% of the work
described herein will be performed by a labor force residing outside the Corpus Christi
Metropolitan Statistical Area (MSA.)
8. ASSIGNABILITY
The A/E will not assign, transfer or delegate any of its obligations or duties in this contract
to any other person without the prior written consent of the City, except for routine duties
delegated to personnel of the NE staff. If the NE is a partnership, then in the event of the
termination of the partnership, this contract will inure to the individual benefit of such
partner or partners as the City may designate. No part of the NE fee may be assigned in
advance of receipt by the NE without written consent of the City.
Contract for Capital Programs
Page 2 of 3
K1ENGtNEERtNG DATAEXCHANGEIANGIEMISTREET E14021 CITYWIDE STREET PREVENTATIVE MAtNT PROGRAM YEAR 21AMD 1 CRGICONTRACT
PROFESSIONAL SERVICES.DOC
The City will not pay the fees of expert or technical assistance and consultants unless such
employment, including the rate of compensation, has been approved in writing by the City.
9. OWNERSHIP OF DOCUMENTS
All documents including contract documents (plans and specifications), record drawings,
contractor's field data, and submittal data will be the sole property of the City, may not be
used again by the A/E without the express written consent of the Executive Director of
Public Works. However, the NE may use standard details that are not specific to this
project. The City agrees that any modification of the plans will be evidenced on the plans,
and be signed and sealed by a professional engineer prior to re -use of modified plans.
10. DISCLOSURE OF INTEREST
NE further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to
complete, as part of this contract, the Disclosure of Interests form.
CITY OF CORPUS CHRISTI COYM, REHMET & GUTIERREZ
ENGINEERING, L.P.
Natasha Fudge, P.E. Date Victor M. Gutierrez Jr., P.E. Date
Acting Director of Capital Programs Principal
5656 S. Staples, Suite 230
Corpus Christi, TX 78411
RECOMMENDED (361) 991-8550 Office
Operating Department Date
APPROVED
Office of Management
and Budget
ATTEST
Project No. E14021
Department
Accounting Unit
Amount
Street Fund
1041-12415-051
$374,765.00
Street Fund
1041-12415-053
374,765.00
Total
$749,530.00
Date Encumbrance No.
City Secretary
Contract for Capital Programs
Page 3 of 3
K:IENGINEERING DATAEXCHANGEIANGIEMISTREET\E14021 CITYWIDE STREET PREVENTATIVE MAINT PROGRAM YEAR 21AMD 1 CRGCONTRACT
PROFESSIONAL SERVICES.DOC
Cpym,Rehmet &Gutierrez
Engineering,L.P.
Edi •PLANNERS •SURVEYORS
TBPE Finn Reg. No. F..388
TBPLS Finn Reg. No. 10104001
October 15, 2014
Valerie Gray, P.E.
Director of Public Works
City of Corpus Christi
P.O. Box 9277
Corpus Christi, Texas 78469-9277
VJA EMAIL:
S6568.S81PMs,SURE X30
CORPUSanaS1:,TX 78441
361881,85S0 PAUS14193.7869
1220 MAWS 81UD.,SUITE 4
AWE, TX 78332
3e$4e48821vAX L8640s5S
RE: Contract Amendment No. 1- Revised
City -Wide Street Preventative Maintenance Program (SPMP) - Year 2
Project No. E14021
Dear Ms. Gray,
As requested, this correspondence is our proposal for Contract Amendment No. 1 for
performing professional services related to Year 2 of the City -Wide Street Preventative
Maintenance Program (SPMP).
1, DESCRIPTION AND TASK LIST
Under this Amendment No. 1, we propose to perform the following tasks:
PHASE I -- YEAR 2 PRELIMINARY TASKS
1. Attend a kick off meeting with City Staff and the Year 1 consultant to review the
proposed scope of work, schedule, deliverables, contractors and contacts for the
City, CRG and the two contractors.
2. Review original and revised documents and delivery orders related to the Year
1 Program.
3. Meet with the two contractors, Haas -Anderson Construction and Bay Ltd., along
with City Staff to review the Year 1 "lessons learned" and prepare any
documentation required to effect necessary change orders or directives and
other contractual items as required.
4. Prepare a geotechnical investigation scope for the Year 2 Program, meet with
City Staff and Rock Engineering to obtain a Proposal, coordinate the
investigation, compile and keep all records for incorporation into the delivery
orders design and scopes.
5. Prepare a listing and schedule for the five (5) overlays delivery orders and the
five (5) seal coat delivery orders to be included in the Year 2 Program and
receive City approval.
6. Work with City Staff to develop a listing for five (5) overlay delivery orders and
five (5) seal coat delivery orders to be included in the Year 3 Program.
PROPOSED PHASE I-- YEAR 2 PRELIMINARY TASKS FEE: $34,590.00
AMD. NO. 1
EXHIBIT "A"
Page 1 of 5
PHASE II -- DELIVERY ORDERS (10 DOS)
1. Prepare instructions and exhibits for field survey crew to mark stationing on
curb lines of streets included in DO's.
2. Perform site visits and field investigation to ascertain areas requiring pre -
paving repairs or modifications, concrete construction or other items contained
in the unit bid price contracts.
3. Identify and analyze requirements of governmental authorities having
jurisdiction to approve design of the DO's including permitting, environmental,
historical, construction and geotechnical issues; upon request or concurrence of
the Project Manager, meet and coordinate with agencies such as RTA, CDBG,
USPS, affected school districts (CCISD, FBISD, etc.) community groups, TDLR, etc.
4. Review the geotechnical investigation for the streets included in the DO's.
5. Coordinate work with the ADA and Miscellaneous Concrete IDIQ Contract.
6. Prepare draft delivery orders for issuance to the Contractors. The delivery
orders shall incorporate City GIS and Maximo data to allow City staff to load
appropriately into data bases. The delivery orders will include:
a. A short narrative of the expected work for each street
b. A complete listing of included streets with pertinent data in tabular form.
c. Cost data utilizing unit bid price matrix.
d. Aerial photo plans (11" x 171, depicting limits of construction, areas of
pavement repair/replacement, areas of concrete repair/replacement,
boring locations and descriptions and any items required that are
included in the unit price bids. Typical cross sections (in some areas) as
necessary may be required.
e. Any additional information that may assist the Contractor during
construction.
7. Submit the draft delivery orders to City Staff and make field visits with staff and
contractor to fully review the proposed scope, costs and other ancillary items.
8. Make changes as derived from City Staff reviews and submit the final delivery
orders for approval.
9. Meet with Contractors and City Inspection personnel to review delivery orders
and insure coordination before commencing construction.
10. Issue delivery order(s).
11. Coordinate scheduling of delivery order work with all involved City
Departments.
12. Closely monitor public notification requirements and insure contractor
compliance.
13. Review field and laboratory tests.
14. Provide interpretations and clarifications of the contract documents for the
contractor and authorize required changes, which do not affect the contractor's
price and are not contrary to the general interest of the City under the contract
15. Coordinate and provide field engineering for DO's during construction to
include witnessing exposed subgrade and base to confirm recommended
improvements:
i. Exposed base and subgrade for sidewalks, driveways, and curb and gutter;
ii. Base and subgrade proof rolling;
AMD. NO. 1
EXHIBIT "A"
Page 2 of 5
iii. Minor utility improvements for storm water inlets, adjustments to valve
boxes and manhole ring and covers;
iv. ADA field work;
v. Bus stops;
vi. Landscaping and irrigation system assessments; and
vii. Other pedestrian improvements
16. Prepare change orders as authorized by the City (coordinate with the City's
construction division).
17. Make pre -final and final inspection with City Staff and provide the City with a
Certificate of Completion for the project.
18. Prepare as -built drawings of construction as completed.
PROPOSED PHASE II -- DELIVERY ORDERS (10 DO'S) FEE: $653,500.00
(See Compensation Table)
The City will:
• Furnish Inspection Services, field verify all quantities for Contractor estimates
and submit estimates for payment
PHASE II -- WARRANTY PHASE
1. Prepare a list of all sites completed at the end of a 12 -month period for the City
and recommend acceptance of the sites and commencement of warranty period.
2. Provide a warranty inspection of all sites toward the end of the 12 -month period
and generate a warranty items punch list. The Warranty Phase allowance is
based on one (1) 12 -month warranty period.
PROPOSED PHASE II -- WARRANTY PHASE FEE: $29,790.00
ADDITIONAL. SERVICES (ALLAN
Control Surveys: Marking stationing on curb lines for construction control and
reference. The survey allowance is based on thirty (30) 9 -hr days of
(2 -man) field crew work and associated office work.
Topographic Surveys and TDLR Requirements: Topographic surveys and TDLR
requirements will be accommodated engineering -wise under the
provisions of the City -Wide Miscellaneous Concrete and ADA
Improvements Indefinite Quantity Contract City Project No. E12215.
TOTAL ADDITIONAL SERVICES (ALLOWANCE) $31,650.00
II. SCHEDULE
We propose to complete the Phase I Tasks described above within forty five (45) days of
receiving the Notice to Proceed.
We anticipate the issuance of ten (10) delivery orders with one year of the Notice to Proceed.
AMD. NO. 1
EXHIBIT "A"
Page 3 of 5
111. FEE
FEE SUMMARY
Basic Services
1
_Phase
Preliminary Tasks 1 $34,590.00
Phase 11
Delivery Order Preparation & Construction Phase Services
(10 Delivery Orders)
$653,500.00
Warranty Phase (10 Delivery Orders)
$29,790.00
Total Basic Services
$717,880.00
Additional Services (Allowance)
Control Surveys
$31,650.00
Total Additional Services
$31,650.00
TOTAL BASIC AND ADDITIONAL SERVICES
$749,530.00
For services authorized by the Director of Engineering Services, the City will pay the A/E a
not -to -exceed fee for Basic Services for Phase I, Phase II Delivery Orders and Phase II
Warranty as shown in the Table above. Additional Services for Control Surveys will be paid
according to time and materials expended according to Coym, Rehmet and Gutierrez
Engineering's normal hourly rates.
Seventy Five Percent (75%) of each Delivery Order fee will be paid upon issuance of the
Delivery Order. Twenty Percent (20%) will be paid in the construction phase on a monthly
basis according to percent of construction complete. Five Percent (5%) will be paid upon
submittal of as -built drawings.
Additional Services under the "Allowance" required would be in addition to the Basic
Services Fee.
If the above is acceptable, please prepare an A/E Contract for signatures. Should you have
any questions please let me know.
Very truly yours,
COYM, REHMET & GUTIERREZ
ENGINEE ' NG, L.
. Gutierr Jr.,
Principal
Enclosures
AMD. NO. 1
EXHIBIT "A"
Page 4 of 5
Attachment "A" Revised
City -Wide Preventative Maintenance Program (SPMP) Year 2
(Project No. E14021)
Summary of Fees
Attachment "A" Revised
Page 1 of 1
10/15/14
Original
Contract
AMD. NO. 1
Total
BASIC SERVICES
Preliminary Work Pian
$49,790.00
$0.00
$49,790.00
1
Yr. 2 Preliminary Tasks
$0.00
$34,590.00
$34,590.00
2
Yr. 2 Delivery Orders (10)
$0.00
$653,500.00
$653,500.00
3
Warranty Phase
$0.00
$29,790.00
$29,790.00
Subtotal Basic Services
$49,790.00
$717,880.00
, $767,670.00
ADDITIONAL SERVICES
1 1 Control Surveys
$0.00
$31,650.00
$31,650.00
Subtotal Additional Services
$0.00
$31,650.00
$31,650.00
Total Fee
$49,790.00
$749,530.00
$799,320.00
05/16/14
Admin
Approval
Attachment "A" Revised
Page 1 of 1
10/15/14
EXHIBIT "B"
MANDATORY INSURANCE REQUIREMENTS & INDEMNIFICATION
FOR A/E PROFESSIONAL SERVICES/CONSULTANT SERVICES
(Revised October 2010)
A. Consultant must not commence work under this agreement until all insurance required
herein has been obtained and such insurance has been approved by the City. The
Consultant must not allow any subcontractor to commence work until all similar insurance
required of the subcontractor has been obtained.
B. Consultant must furnish to the City's Risk Manager, two (2) copies of Certificates of
Insurance, showing the following minimum coverages by insurance company(s) acceptable
to the City's Risk Manager. The City must be named as an additional insured for all liability
policies, and a blanket waiver of subrogation is required on all applicable policies.
TYPE OF INSURANCE
MINIMUM INSURANCE COVERAGE
30 -Day Written Notice of Cancellation,
non -renewal or material change required
on all certificates
Bodily Injury & Property Damage
Per occurrence - aggregate
COMMERCIAL GENERAL LIABILITY
including:
1. Broad Form
2. Premises - Operations
3. Products/ Completed Operations
4. Contractual Liability
5. Independent Contractors
$1,000,000 COMBINED SINGLE LIMIT
AUTOMOBILE LIABILITY to included
1. Owned vehicles
2.. Hired — Non -owned vehicles
$1,000,000 COMBINED SINGLE LIMIT
PROFESSIONAL LIABILITY including:
Coverage provided shall cover all
employees, officers, directors and agents
1. Errors and Omissions
$1,000,000 per claim / $2,000,000
aggregate
(Defense costs not included in face value
of the policy)
If claims made policy, retro date must be
prior to inception of agreement; have
extended reporting period provisions and
identify any limitations regarding who is
an Insured
WORKERS' COMPENSATION
EMPLOYERS' LIABILITY
Which Complies with the Texas Workers
Compensation Act
500,000/500,000/500,000
AMD. NO. 1
EXHIBIT "B"
Page 1 of 3
C. In the event of accidents of any kind, Consultant must furnish the Risk Manager with copies
of all reports within (10) ten days of accident.
D. Consultant must obtain workers' compensation coverage through a licensed insurance
company in accordance with Texas law. The contract for coverage must be written on a
policy and endorsements approved by the Texas Department of Insurance. The coverage
provided must be in amounts sufficient to assure that all workers' compensation obligations
incurred will be promptly met.
E. Consultant's financial integrity is of interest to the City; therefore, subject to
Successful Consultant's right to maintain reasonable deductibles in such amounts as are
approved by the City, Consultant shall obtain and maintain in full force and effect for the
duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance
coverage written on an occurrence basis, by companies authorized and admitted to do
business in the State of Texas and with an A.M. Best's rating of no less than A -VII.
F. The City shall be entitled, upon request and without expense, to receive copies of the
policies, declarations page and all endorsements thereto as they apply to the limits required
by the City, and may require the deletion, revision, or modification of particular policy terms,
conditions, limitations or exclusions (except where policy provisions are established by law
or regulation binding upon either of the parties hereto or the underwriter of any such
policies). Consultant shall be required to comply with any such requests and shall submit a
copy of the replacement certificate of insurance to City at the address provided below within
10 days of the requested change. Consultant shall pay any costs incurred resulting from
said changes. All notices under this Article shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Management
P.O. Box 9277
Corpus Christi, TX 78469-9277
Fax: (361) 826-4555
G. Consultant agrees that with respect to the above required insurance, all insurance policies
are to contain or be endorsed to contain the following required provisions:
i. Name the City and its officers, officials, employees, volunteers, and elected
representatives as additional insured by endorsement, as respects operations and
activities of, or on behalf of, the named insured performed under contract with the City,
with the exception of the workers' compensation and professional liability polices;
ii. Provide for an endorsement that the "other insurance" clause shall not apply to the City
of Corpus Christi where the City is an additional insured shown on the policy;
iii. Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
iv. Provide thirty (30) calendar days advance written notice directly to City of any
suspension, cancellation, non -renewal or material change in coverage, and not less than
ten (10) calendar days advance written notice for nonpayment of premium.
AMD. NO. 1
EXHIBIT "B"
Page 2 of 3
H. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage,
Successful Consultant shall provide a replacement Certificate of Insurance and applicable
endorsements to City. City shall have the option to suspend Consultant's performance
should there be a lapse in coverage at any time during this contract. Failure to provide and
to maintain the required insurance shall constitute a material breach of this contract.
I. In addition to any other remedies the City may have upon Consultant's failure to provide and
maintain any insurance or policy endorsements to the extent and within the time herein
required, the City shall have the right to order Consultant to stop work hereunder, and/or
withhold any payment(s) which become due to Consultant hereunder until Consultant
demonstrates compliance with the requirements hereof.
J. Nothing herein contained shall be construed as limiting in any way the extent to which
Successful Consultant may be held responsible for payments of damages to persons or
property resulting from Consultant's or its subcontractors' performance of the work covered
under this agreement.
K. It is agreed that Consultant's insurance shall be deemed primary and non-contributory with
respect to any insurance or self insurance carried by the City of Corpus Christi for liability
arising out of operations under this contract.
L. It is understood and agreed that the insurance required is in addition to and separate from
any other obligation contained in this contract.
INDEMNIFICATION AND HOLD HARMLESS
Consultant shall indemnify, save harmless and defend the City of Corpus Christi, and
its agents, servants, and employees, and each of them against and hold it and them
harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses,
including court costs and attorneys' fees, for or on account of any injury to any
person, or any death at any time resulting from such injury, or any damage to any
property, which may arise or which may be alleged to have arisen out of or in
connection with the negligent performance of Consultant's services covered by this
contract. The foregoing indemnity shall apply except if such injury, death or damage
is caused by the sole or concurrent negligence of the City of Corpus Christi, its
agents, servants, or employees or any other person indemnified hereunder.
AMD. NO. 1
EXHIBIT "B"
Page 3 of 3
Imilow
-I3Xa
DJ E
CD .
- z
o, - O
..&n...k
AMIE
Basic Services:
Preliminary Phase
Design Phase
Bid Phase
Report Phase
Construction Phase
Subtotal Basic Services
Additional Services:
Permitting
Warranty Phase
Inspection
Platting Survey
Reporting
O & M Manuals
SCADA
Subtotal Additional Services
Summary of Fees
Basic Services Fees
Additional Services Fees
Total of Fees
COMPLETE PROJECT NAME
Project No. xxxxxx
Invoice No. 12345
Invoice Date:
Total Amount Previous Total Percent
Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete
$15,117
$0
$0
$15,117
$0
$1,000
$1,000
7%
20,818
0
0
20,818
1,000
500
1,500
7%
0
0
0
0
0
0
0
n/a
14,166
0
0
14,166
0
0
0
n/a
0%
0
0
0
0
0
0
O
$50,101
$0
$0
$50,101
$750
$1,500
$2,500
5%
$0
$0
$0
$0
$0
$0
$0
n/a
0
0
0
0
0
0
0
n/a
9,011
0
0
9,011
0
0
0
0%
29,090
0
0
29,090
0
0
0
0%
1,294
0
0
1,294
0
0
0
0%
TBD
TBD
TBD
TBD
TBD
TBD
0
0%
TBD
TBD
TBD
TBD
TBD
TBD
TBD
0%
$39,395
$0
$0
$39,395
$0
$0
$0
0%
$50,101
$0
$0
$50,101
$750
$1,500
$2,500
5%
39,395
0
0
39,395
0
0
0
0%
$89,496
$0
$0
$89,496
$750
$1,500
$2,500
3%
City of
Corpus
Chnsti
SUPPLIER NUMBER
TO BE ASSIGNED BY CITY
PURCHASING DIVISION
CITY OF CORPUS CHRISTI
DISCLOSURE OF INTEREST
City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do
business with the City to provide the following information. Every question must be answered.
If the question is not applicable, answer with "NA". See reverse side for Filing Requirements,
Certifications and definitions.
COMPANY NAME: COYM, REHNIET & GUTIERREZ ENGINEERING, L.P.
P. O. BOX: N/A
CORPUS
STREET ADDRESS: 5656 S. STAPLES, SUITE 230 CITY: CHRISTI ZIP: 78411
FIRM IS: 1. Corporation
4. Association
e
2. Partnership
5. Other
3. Sole Owner 0
DISCLOSURE QUESTIONS
If additional space is necessary, please use the reverse side of this page or attach separate sheet.
1. State the names of each employee" of the Cityof Corpus Christi having an "ownership
interest" constituting 3% or more of the ownership in the above named "firm.
Name Job Title and City
Department (if known)
4-
2. State the names of each "official" of the City of Corpus Christi having an "ownership interest"
constituting 3% or more of the ownership in the above named "firm."
Name Title
it
3. State the names of each "board member" of the City of Corpus Christi having an "ownership
interest" constituting 3% or more of the ownership in the above named "firm."
Name Board, Commission or
Committee
4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi
who worked on any matter related to the subject of this contract and has an ownership
interest" constituting 3% or more of the ownership in the above named `firm.
Name Consultant
4-
FILING REQUIREMENTS
If a person who requests official action on a matter knows that the requested action will confer an
economic benefit on any City official or employee that is distinguishable from the effect that the
action will have on members of the public ingeneral or a substantial segment thereof, you shall
disclose that fact in a signed writing to the City official, employee or body that has been
requested to act in the matter, unless the interest of the City official or employee in the matter is
apparent. The disclosure shall also be made in a signed writing filed with the City Secretary.
[Ethics Ordinance Section 2-349 (d)]
CERTIFICATION
• I certify that all information provided is true and correct as of the date of this statement, that I
have not knowingly withheld disclosure of any information requested; and that supplemental
statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur.
Certi 'ing Person: JEFF COYM, P.E. Title: PARTNER
(Type or Print)
Signature of Certifying
Person:
DEFINITIONS
Date: /16//4._
a. "Board member." A member of any board, commission, or committee appointed by the
City Council of the City of Corpus Christi, Texas.
b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to
have an effect on that interest that is distinguishable from its effect on members of the public
in general or a substantial segment thereof.
c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or
part-time basis, but not as an independent contractor.
d. "Firm." Any entity operated for economic gain, whether professional, industrial or
commercial, and whether established to produce or deal with a product or service, including
but not limited to, entities operated in the form of sole proprietorship, as self-employed
person, partnership, corporation, joint stock company, joint venture, receivership or trust, and
entities which for purposes of taxation are treated as non-profit organizations.
e. "Official." The Mayor, members of the City Council, City Manager, Deputy City
Manager, Assistant City Managers, Department and Division Heads, and Municipal Court
Judges of the City of Corpus Christi, Texas.
f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held,
in a firm, including when such interest is held through an agent, trust, estate, or holding
entity. "Constructively held" refers to holdings or control established through voting trusts,
proxies, or special terms of venture or partnership agreements."
g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of
Corpus Christi for the purpose of professional consultation and recommendation.
Corpus Chr sti
Capital Programs
Citywide Street Preventative Maintenance
Program Year 2
Council Presentation
October 28, 2014
Project Scope
ALI*A11)
Corpus Chr sti
Capital Programs
• Preparation of
construction
delivery orders
to support
street
preventative
maintenance
plan year 2
Project Schedule
Corpus Chr ski
Capital Programs
2015 2016
Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb
Construction
Project Estimate: 365 Calendar Days 12 Months
3
Project Budget
Corpus Chr sti
Capital Programs
PROJECT FUNDS AVAILABLE:
Annual Street User Fee $ 10,948,716.00
2,498,916.00
1,958,412.44
RTA
General Fund
TOTAL 15,406,044.44
FUNDS REQUIRED:
Construction (includes Contingency) 13,800,000.00
Design Fees:
Engineer (CRG) . 49,790.00
Engineer (CRG) Amendment No.1 749,530.00
Geotechnical Study and Testing (TBD) 150,000.00
Reimbursements 275,000.00
TOTAL 15,024,320.00
ESTIMATED PROJECT BUDGET BALANCE $ 381,724.44
AGENDA MEMORANDUM
Future Item for the City Council Meeting of October 28, 2014
Action Item for the City Council Meeting of November 11, 2014
DATE: October 13, 2014
TO: Ronald L. Olson, City Manager
THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities
GustavoGo@cctexas.com
(361) 826-3897
FROM: Valerie H. Gray, P.E., Interim Executive Director, Public Works
ValerieG@cctexas.com
(361) 826-3729
Mark Van Vleck, P.E., Executive Director, Utilities
MarkVV@cctexas.com
(361) 826-1874
William J. Green, P.E., Interim Director, Environmental & Strategic Initiatives
BilIG@cctexas.com
(361) 826-3598
Agreement
Nueces River Authority
FY 2015 Work Plan and Budget
CAPTION:
Motion authorizing the City Manager or designee to execute a work plan and budget agreement
with the Nueces River Authority in the amount of $99,996 to provide water planning, protection,
development, and data management services to the City for FY 2015.
PURPOSE:
The purpose of this agenda item is to obtain authority to execute a work plan and budget with
the Nueces River Authority to provide water planning, protection, development, and data
management services to the City for FY 2015.
BACKGROUND AND FINDINGS:
In 2005, City Council approved Resolution 026340, an interlocal cooperation agreement
between the City and the Nueces River Authority (NRA). In this agreement, Section 9 states
that the agreement automatically renews annually and that the annual work plan and budget, as
approved by City Council during the budget process, shall establish payments to NRA for that
year. Section 4 also states that the City Manager is authorized and directed to take all steps
necessary or convenient to implement the annual work plan and budget.
The FY 2015 work plan includes the key areas:
• Regional and inter -regional coordination and resource development and protection
• Monitor, investigate and coordinate water rights, water quality and environmental
issues
• Regional water management — this includes maintenance of the database tracking
daily levels and pass-throughs
• Outreach
ALTERNATIVES:
1. Authorize the execution of the agreement.
2. Do not authorize the execution of the agreement. (Not Recommended)
OTHER CONSIDERATIONS:
None
CONFORMITY TO CITY POLICY:
Conforms to City Fiscal Policy
EMERGENCY / NON -EMERGENCY:
Non -Emergency
DEPARTMENTAL CLEARANCES:
Environmental and Strategic Initiatives
Utilities Department
FINANCIAL IMPACT:
® Operating nRevenue
7Capital
n Not applicable
Fiscal Year
2014-2015
Project to
Date
Expenditures
Current Year
Future Years
TOTALS
Line Item Budget
$104,996.00
$104,996.00
Encumbered /
Expended Amount
This Item
$99,996.00
$99,996.00
Future Anticipated
Expenditures This
Project
$5,000.00
$5,000.00
BALANCE
$0.00
$0.00
Fund(s): Water
RECOMMENDATION:
City Staff recommends approval of the work plan and budget agreement with the Nueces River
Authority in the amount of $99,996 to provide water planning, protection, development, and data
management services to the City for FY 2015.
LIST OF SUPPORTING DOCUMENTS:
Project Budget
Agreement
Presentation
PROJECT BUDGET
Nueces River Authority
FY 2015 Work Plan and Budget
FUNDS AVAILABLE:
Water Operating $104,996
FUNDS REQUIRED:
Nueces River Authority (THIS CONTRACT) 99,996
Reimbursements:
Administration/Finance (Capital Programs/Capital Budget/Finance) 1,500
Engineering Services (Project Mgmt) 3,000
Misc 500
TOTAL $104,996
PROJECT BUDGET BALANCE $0
FY 2015 Work Plan and Budget
Water Planning, Protection, Development, and Data Management Services
Provided by Nueces River Authority to City of Corpus Christi
During the Period of October 1, 2014 through September 30, 2015
FY 2015 Work Plan
BASIC SERVICES
All NRA services will be provided on a best effort basis within the scope of work and budget provided,
herein.
Regional and Inter -regional Coordination and Resource Development and Protection
• NRA staff will monitor regional and inter -regional water resource issues and keep the City informed
on matters that may affect the City's water supplies or conveyance facilities.
• NRA will with prior approval from the City and before discussion with other agencies, attend
meetings as appropriate with other water providers and users throughout the South Texas area to
assess and promote opportunities to enhance the City's water supplies and derive economic benefits
from its investments in water purchases, water rights and water conveyance facilities within
guidelines and direction established by City staff. Such services will include actively developing
ideas for consideration by City staff to enhance these water supplies and economic benefits.
• NRA will assist City staff in establishing a long-term plan to provide a dependable, affordable water
supply for the City's service area. Activities will include, with City staff concurrence and direction,
interacting with state and federal agencies, elected officials, and environmental interests.
• NRA will monitor legislative changes and administrative rulemakings that could affect the City's
water resources, provide timely advice to the City concerning same, and assist in providing
information on these issues to legislators and other key officials. These services will be provided in
close consultation with the City's staff and outside legal counsel.
• NRA will monitor and support the City in evaluating and responding to existing and proposed
Edwards Aquifer recharge structures.
• NRA will monitor water marketing proposals in the region.
• NRA will monitor groundwater district planning as it may impact on the City's and NRA's surface
water rights in the Nueces Basin.
• Selection and use of consultants will be coordinated with and agreed upon by the City and NRA.
Monitor, Investigate and Coordinate Water Rights, Water Quality and Environmental Issues
• NRA will assist the City in monitoring, investigating and coordinating activities on environmental
issues related to watershed protection such as drinking water source protection, freshwater inflows
for bays and estuaries, and opportunities for beneficial re -use of wastewater effluents.
• NRA staff will assist the City in protecting City and NRA water rights by forwarding to the City any
public notices it receives regarding applications for new or amended water rights permits.
Regional Water Management
NRA will continue to:
• Maintain a website and provide support for:
• Choke Canyon/Lake Corpus Christi Reservoir System Daily Pass-Thru Status Report
http://www.nueces-ra.org/CP/CITY/passthru/ ;
• Choke Canyon/Lake Corpus Christi Reservoir System Daily and Monthly Statistics database and
WebPages
http://www.nueces-ra.org/CP/CITY/month.php
http://www.nueces-ra. org/CP/CITY/day.php;
• Choke Canyon/Lake Corpus Christi Reservoir System, Mary Rhodes Memorial Pipeline, water
usages summaries
http://www.nueces-ra.org/CP/CITY/pipeline.php
• Water Quality at 0. N. Stevens Water Treatment Plant
http://www.nueces-ra.org/CP/CITY/stevens/index.php
• Rincon Pump Real -Time Data
http://www.nueces-ra.org/CP/CITY/stevens/rincon
• Create the Effluent Monitoring Report by August for the previous calendar year.
• Create the Summary Reports for Reservoir Statistics, Passthru Statistics, and Water Use.
• Maintain the Valero Discharge Database and provide reports.
• Provide technical assistance with web applications to provide information on the City's water system
to the City's customers and the public.
• Provide technical assistance with website design, modification, and implementation of report(s) for
internal use by the City Water Department
Note: All web -based work will be coordinated with the City's Water and E -Government Departments, to
ensure content or links are appropriate and comply with city policies.
Page 2 of 4
Outreach
• Give presentations on water issues relevant to the Nueces and adjoining coastal basins.
• Attend Water Advisory Committee meetings and assist with implementation of ideas as requested.
• Provide briefings, as requested, to the City Manager, the City Council, Port Industries, and other
boards on water quality and water supply issues of the area, including the Lower Nueces River
Watershed Protection Plan and regional water planning.
Other Services
In addition to the basic services described above, NRA will provide additional services if requested by the
City. Projects will be designed using City specifications. Separate scopes of work and budgets will be
developed in consultation with the City. All work will stop, and be deemed completed, if the finally
approved budget is reached unless the City chooses to amend the budget and extend the work.
Reporting
• NRA will provide a summary of all work performed with each invoice.
• NRA will provide a yearly summary of all work performed during the fiscal year.
Basic Services Billing
NRA will invoice the City for its "Basic Services" on a quarterly basis, at the fixed rate of $8,333 per month
for salaries, fringe benefits, overhead, equipment, supplies and computer use, and travel. NRA's expenses
related to "Other Services", except for subcontractor fees, will be added to each quarterly invoice.
Subcontractor fees, if any, will be billed monthly.
Payment
Payment is due upon receipt of an invoice. Payments should be made to:
Nueces River Authority
P.O. Box 349
Uvalde, Texas 78802-0349
Effective Date:
This Work Plan and Budget is effective October 1, 2014.
Page 3 of 4
Approvals
Approval by NRA:
This FY 2015 work plan and budget is acceptable to NRA and is hereby approved under terms of the
Interlocal Agreement between the City and the NRA (City of Corpus Christi Resolution Number 026340
dated 7-12-05).
7263(1 /,Me
Rocky Freund Date
Deputy Executive Director
Approval by the City:
This FY 2015 work plan and budget is acceptable to the City and is hereby approved under terms of the
Interlocal Agreement between the City and NRA (City of Corpus Christi Resolution Number 026340 dated
7-12-05).
Gustavo Gonzalez, P.E.
Assistant City Manager
for Public Works & Utilities
William J. Green, P.E.
Interim Head, Environmental and Strategic
Initiatives
Date
Date
Office of Management and Budget Date
Assistant City Attorney Date
for City Attorney
Rebecca Huerta, City Secretary Date
Fund Source No: 530000-4010-30240-072
Fund Name: Water for $87,500
Encumbrance No:
Fund Source No: 530000-4010-30283-072
Fund Name: Water for $12,496
Encumbrance No:
Page 4 of 4
Nueces River Authority
FY 2015 Work Plan and Budget
Council Presentation
October 28, 2014
Project Scope
Work Plan Components:
• Regional and Inter -regional Coordination
and Resource Development and Protection
• Monitor, Investigate, and Coordinate Water
Rights, Water Quality and Environmental
Issues
• Regional Water Management
• Outreach
Project Schedule
2014
2015
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Contract Services
Project Estimate: 365 Calendar Days 12 Months
October 1, 2014 to September 30, 2015
Project Budget
FUNDS AVAILABLE:
Water Operating $104,996
FUNDS REQUIRED:
Nueces River Authority (THIS CONTRACT) 99,996
Reimbursements: 5,000.00
TOTAL $104,996
PROJECT BUDGET BALANCE $0
AGENDA MEMORANDUM
Future Agenda item for the City Council Meeting of October 28, 2014
Action item for the City Council Meeting of November 11, 2014
DATE: October 10, 2014
TO: Ronald L. Olson, City Manager
FROM: Miles Risley, City Attorney
MilesR@cctexas.com
Resolution authorizing adoption of Restated and Amended Articles of Incorporation for Corpus
Christi Business and Job Development Corporation (CCBJDC)
CAPTION:
Resolution finding that it is advisable that the corpus christi business and job development
corporation articles of incorporation be restated and amended; authorizing adoption of the
restated and amended articles; approving the form of the restated and amended articles
PURPOSE:
A Resolution of the City Council of the City of Corpus Christi, Texas approving the Restated and
Amended Articles of Incorporation for the Type A Corporation, known as the Corpus Christi
Business and Job Development Corporation, to accurately state the use of sales tax money
overseen by the Corporation as approved by the voters of the City.
BACKGROUND AND FINDINGS:
The Articles of Incorporation for CCBJDC were approved in 2001 after City voters approved
sales taxes funding expenditures for seawall and civic arena purposes. In 2002, voters further
approved an additional sales tax for funding jobs, job training, business development, affordable
housing, and a baseball stadium. These uses have never been officially added to the approved
uses stated in the Articles. This resolution allows filing of the new articles as amended and also
restated to comply with the present laws regarding business organizations, which have been
recodified since 2001.
The CCBJDC has voted to recommend adoption of the Restated and Amended Articles.
ALTERNATIVES:
Denial of the Resolution
OTHER CONSIDERATIONS:
N/A
CONFORMITY TO CITY POLICY:
N/A
EMERGENCY / NON -EMERGENCY:
Non -Emergency.
DEPARTMENTAL CLEARANCES:
Legal
FINANCIAL IMPACT:
❑ Operating
❑ Revenue
❑ Capital
x❑ Not applicable
Fiscal Year:
2013-2014
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
Encumbered /
Expended Amount
This item
BALANCE
Fund(s):
RECOMMENDATION:
Staff recommends approval of the resolution
LIST OF SUPPORTING DOCUMENTS:
Resolution
Restated and Amended Articles of Incorporation
RESOLUTION FINDING THAT IT IS ADVISABLE THAT THE CORPUS CHRISTI
BUSINESS AND JOB DEVELOPMENT CORPORATION ARTICLES OF
INCORPORATION BE RESTATED AND AMENDED; AUTHORIZING ADOPTION OF
THE RESTATED AND AMENDED ARTICLES; APPROVING THE FORM OF THE
RESTATED AND AMENDED ARTICLES
WHEREAS, on September 26, 2000, the City Council approved the original articles of
incorporation for the Corpus Christi Business and Job Development Corporation, a Type A
Corporation ("the Corporation") for the expenditure of sales tax money approved by the voters of
the City of Corpus Christi on the city seawall and the local civic arena;
WHEREAS, in 2002 the voters of the City additionally approved a sales tax funding
jobs, job training, business development, affordable housing, and a baseball stadium;
WHEREAS, the articles of incorporation for the Corporation need to be amended to
accurately state these additional allowed uses and should also be restated to comply with the
present laws regarding business organizations;
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI THAT:
SECTION 1. The City Council of the City of Corpus Christi finds that it is advisable for
the reasons stated above for the Corporation to adopt the Restated and Amended Articles of
Incorporation, attached to this Resolution as Attachment "A" and incorporated to this Resolution
for all purposes;
SECTION 2. The City Council authorizes the Corporation to adopt the Restated and
Amended Articles and file them with the Texas Secretary of State;
SECTION 3. The City Council approved the form of the Restated and Amended
Articles.
Date: November 11, 2014
Attest:
Rebecca Huerta, City Secretary NELDA MARTINEZ, MAYOR
CITY OF CORPUS CHRISTI
Corpus Christi, Texas
of
The above resolution was passed by the following vote:
Nelda Martinez
Kelley Allen
Rudy Garza
Priscilla Leal
David Loeb
Chad Magill
Colleen McIntyre
Lillian Rioj as
Mark Scott
Each additional amendment herein conforms to the appropriate subtitle in the Act. This
restatement is an accurate copy of the original articles of incorporation (certificate of
formation), all amendments that are in effect, and all additional amendments made herein.
This restatement and amendment does not contain any other change to the articles of
incorporation (certificate of formation).
RESTATED AND AMENDED ARTICLES OF INCORPORATION (NOW KNOWN AS
CERTIFICATE OF FORMATION UNDER THE BUSINESS ORGANIZATIONS CODE)
OF
CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION
THE STATE OF TEXAS §
COUNTY OF NUECES §
CITY OF CORPUS CHRISTI §
WE, THE UNDERSIGNED natural persons not less than three in number each of whom
is at least 18 years of age and each of whom is a qualified elector of the City of the City of Corpus
Christi Texas (the City-) which is a duly established City under the Texas Constitution acting as
incorporators of a public instrumentality and nonprofit development corporation (the Corporation)
under the Development Corporation Act of 1979 as amended do hereby adopt the following
Articles of Incorporation for the Corporation:
ARTICLE ONE
NAME
The name of the Corporation is the Corpus Christi Business and Job Development
Corporation.
ARTICLE TWO
AUTHORIZATION
The Corporation is a nonprofit corporation under the Texas Business Organizations Code
Non Profit Corporation Act Article 1396 1 01 et seq Tex Rev Civ Stats Ann as amended (the Non
Profit Act ) and a corporation under the Development Corporation Act of 1979, Article 5190 6 Tex
Rev Cm Stats Ann Sections 501-505 of the Texas Local Government Code (the Act) and shall be
governed by Sections 501 and 50444 of said Act as now existing or as may be amended.
ARTICLE THREE
DURATION
The period of duration of the Corporation shall be until December 31, 2026.
ARTICLE FOUR
PURPOSE AND LIMITATIONS
The Corporation is organized exclusively for the purposes of benefiting and accomplishing
public purposes of and to act on behalf of the City to undertake maintain and finance projects
authorized through Propositions 4, 5 and 6 on the election ballot for November 7, 2000 as
described in Section 7 of the City s Ordinance No 024121 (July 25, 2000) as amended if and as
approved by the voters of Corpus Christi on November 7, 2000. Monies maintained in the separate
fund for Proposition No 6 shall be expended only to attract and secure facilities and employers
who contractually agree 1) to add new facilities or expand existing facilities m Corpus Christi or
any industrial district of the City of Corpus Christi and 2) to permanently hire or maintain
employees in Corpus Christi or any industrial district of the City of Corpus Christi. Criteria shall
be developed by the Corporation subject to approval of the Corpus Christi City Council to assure
that employers assisted with said funds meet said requirements for facilities and employees and
such criteria shall include provision for repayment of incentives and/or economic sanctions for
failure to meet the criteria. Further monies maintained in the separate fund for Proposition No 6
shall never be used for projects associated with the dredging of Packery Channel or for the projects
proposed to be authorized in Propositions 4, and 5 of Section 7 of Ordinance No 024121. As
authorized by the voters of Corpus Christi on November 5, 2002, the Corporation may also expend
money on (a) the promotion and development of new and expanded business enterprises for (1)
Education and Skills Development; (2) Business Development/Incubation; and (3) Jobs; (b)
construction, operation, and maintenance of a Baseball Stadium in the Arena/Convention
Center/Port Area; and (c) $500,000 annually for affordable housing. With respect to said projects
as may be approved by the voters the corporation shall have all the powers of a corporation under
Sections 501 and 504'1A of the Act and all actions of the Corporation relating to projects and its
activities in general shall be taken in accordance with the provisions of the Act.
ARTICLE FIVE
NO MEMBERS, NONSTOCK CORPORATION
The Corporation has no members and is a nonstock corporation.
ARTICLE SIX
SALES TAX
Upon receipt from the City of the proceeds of the sales and use tax imposed under Sections
501 and 5044A of the Act the Corporation may use the proceeds as permitted hereby and by the
Act as now existing or as may be amended.
ARTICLE SEVEN
AMENDMENT
These Articles of Incorporation may be amended in accordance with the requirements of
the Act.
ARTICLE EIGHT
REGISTERED ADDRESS/AGENT
The address of the initial registered office of the Corporation is Corpus Christi Business
and Job Development Corporation, City of Corpus Christi, P.O. Box 9277 Hall Corpus Christi
Texas 784690-�--9277 5 and the name of its initial registered agent at such address is Rebecca
HuertaArmando Chapa City Secretary City of Corpus Christi.
(a)
ARTICLE NINE
BOARD OF DIRECTORS
The affairs of the Corporation shall be managed by a board of directors which shall be
composed of five persons appointed by the City Council of the City. The term of two of the
initial members of the board of directors shall expire July 31, 2001 and the term of the
remaining three members shall expire July 31, 2002. Thereafter the term of the directors
shall be two years expiring on July 31 of each year. Directors may be appointed to succeed
themselves. No Director may serve longer than six years consecutively unless such service
is required to complete an unexpired term. Each director must be a resident of the City.
(b) The names and street addresses of the persons who are to serve as the initial directors and
the dates of expiration of their initial terms as directors are as follows:
NAMES ADDRESSES
Robert Broadway
John M Richards
Rosalinda Sosa Bonilla
Gloria D Perez
Sam J Susser
13656 Teague Lane Corpus Christi TX 78410
14882 Highland Mist Corpus Christi TX 78418
#15 Hewit Drive Corpus Christi TX 78404
13933 Lighthouse Drive Corpus Christi TX 78418
3835 Ocean Drive Corpus Christi TX 78411
Each director is and must be a qualified elector of the City Each director including the initial
directors shall be eligible for reappointment. Each director shall serve until a successor is
appointed. Directors are removable by the City Council at any time without cause.
(c) The directors shall serve without compensation but they may be reimbursed for their actual
expenses incurred in the performance of their duties as directors. Any vacancy occurring
on the board of directors shall be filled by appointment by the City Council of a person who
shall hold office until the expiration of the term.
(d) The board of directors shall elect a president vice president secretary and any other officers
that the City Council considers necessary to serve as executive officers of the Corporation
as more specifically provided in the Corporation's Bylaws. The term of each officer's
office shall expire on July 31 of each year. The City Manager shall serve as executive
director of the Corporation and the City Secretary shall serve as assistant secretary to
provide administrative support services for the corporation.
(e) The board shall conduct all meetings within the boundaries of the City. Meetings of the
board of directors are subject to the Texas Open Meetings Act and the Texas Open Records
Act.
ARTICLE TEN
INCORPORATORS
The name and street address of each incorporator are
NAME ADDRESS
David R. Garcia City of Corpus Christi City Hall
1201 Leopard Corpus Christi Texas 78401 2825
George K. Noe City of Corpus Christi City Hall
1201 Leopard Corpus Christi Texas 78401 2825
Jorge Garza City of Corpus Christi City Hall
1201 Leopard Corpus Christi Texas 78401 2825
ARTICLE ELEVEN
CITY COUNCIL APPROVAL
The City has specifically authorized the Corporation by Resolution (which is attached as
Exhibit A and made part of these Articles for all purposes) to act on its behalf to further the public
purposes stated in said Resolution and in these Articles of Incorporation and the City has by said
Resolution on approved these Restated and Amended Articles of
Incorporation.
ARTICLE TWELVE
DIVIDENDS, PROHIBITED ACTIVITIES
No dividends shall ever be paid by the Corporation and no part of its net earnings (beyond
that necessary for retirement of the indebtedness of the Corporation or to implement its public
purposes) shall be distributed to or inure to the benefit of its directors or officers or any private
person firm corporation or association except in reasonable amounts for services rendered.
Regardless of any other provisions of these Articles or the laws of the State of Texas the
Corporation shall not (1) permit any part of the net earnings of the Corporation to inure to the
benefit of any private individual (except that reasonable compensation may be paid for personal
services rendered to or for the Corporation affecting one or more of its purposes) (2) carry on
propaganda or otherwise attempt to influence legislation (3) participate in or intervene in
(including the publication or distribution of statements) any political campaign on behalf of any
candidate for public office or (4) attempt to influence the outcome of any specific public election
or to carry on directly or indirectly any voter registration drives.
ARTICLE THIRTEEN
REMEDY UPON DETERMINATION OF FOUNDATION STATUS
If the Corporation is ever determined to be a private foundation within the meaning of
Section 5 09(a) of the Internal Revenue Code of 1986 as amended (the Code) the Corporation
1) shall distribute its income for each taxable year at such time and in such manner as not to
become subject to the tax on undistributed income imposed by Section 4942 of the Code;
2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code;
3) shall not retain any excess business holdings as defined in Section 4943(c) of the Code;
4) shall not make any investments in such manner as to subject it to tax under Section 4944 of
the Code; and
5) shall not make any taxable expenditures as defined in Section 4945(d) of the Code.
ARTICLE FOURTEEN
DISSOLUTION
If the Corporation ever should be dissolved when it has or is entitled to any interest in any
funds or property of any land real personal or mixed such funds or property or rights thereto shall
not be transferred to private ownership but shall be transferred and delivered to the City after
satisfaction or provision for satisfaction of debts and claims.
APPROVED this day of , 2014.
President, Corpus Christi and Job Development Corporation
Attest: Rebecca Huerta, Assistant Secretary
STATE OF TEXAS
COUNTY OF NUECES
personally appeared before me, and being first duly sworn declared that
he/she signed this application in the capacity designated, if any, and further states that he/she has
read the above application and the statements therein contained are true.
Notary Public, State of Texas
AGENDA MEMORANDUM
First Reading Ordinance for the City Council Meeting of October 28, 2014
Second Reading Ordinance for the City Council Meeting of November 11, 2014
DATE:
TO:
FROM:
October 6, 2014
Ronald L. Olson, City Manager
Floyd Simpson, Chief of Police
Floyds@cctexas.com
886-2605
Appropriating funds from a donation
CAPTION: Ordinance authorizing the City Manager or designee to accept a donation
from Exxon Mobil Corporation in the amount of $2,000.00 to be used for the purchase of
police equipment; and appropriating $2,000.00 from Exxon Mobil Corporation into the
General Fund No. 1020 to purchase police equipment and changing the FY 2014-2015
Operating Budget adopted by Ordinance No. 030294 by increasing revenue and
expenditures in the General Fund No. 1020 by $2,000.00 each.
PURPOSE:
Appropriate the funds for use by the Police Department for purchase of equipment.
BACKGROUND AND FINDINGS:
The Exxon Mobil Corporation presented the donation to the Police Department under their
"Good Neighbor" program.
ALTERNATIVES:
No alternatives
OTHER CONSIDERATIONS:
CONFORMITY TO CITY POLICY:
Conforms to City Policy
EMERGENCY / NON -EMERGENCY:
Non -emergency
DEPARTMENTAL CLEARANCES:
Finance
FINANCIAL IMPACT:
X Operating
X Revenue
❑ Capital
❑ Not applicable
Fiscal Year: 2014-
2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
Encumbered /
Expended Amount
This item
2,000.00
2,000.00
BALANCE
2,000.00
2,000.00
Fund(s): General
Comments:
RECOMMENDATION:
Staff recommends appropriation of the funds.
LIST OF SUPPORTING DOCUMENTS:
Ordinance
Ordinance
Authorizing the City Manager or designee to accept a donation from Exxon Mobil
Corporation in the amount of $2,000.00 to be used for the purchase of police
equipment; and appropriating $2,000.00 from Exxon Mobil Corporation into the
General Fund No. 1020 to purchase police equipment and changing the FY 2014-
2015 Operating Budget adopted by Ordinance No. 030294 by increasing revenue
and expenditures in the General Fund No. 1020 by $2,000.00 each.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS:
SECTION 1. The City Manager or designee is authorized to accept a donation from Exxon
Mobil Corporation in the amount of $2,000.00 to be used for the purchase of police equipment.
SECTION 2. That $2,000.00 is appropriated in the General Fund No. 1020 to purchase of Police
equipment, changing the FY 2014-2015 Operating Budget adopted by Ordinance No. 030294 by
increasing revenue and expenditures in the General Fund No. 1020 by $2,000.00 each.
That the foregoing ordinance was read for the first time and passed to its second
reading on this the day of , , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
That the foregoing ordinance was read for the second time and passed finally on this
the day of , , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the th day of
ATTEST:
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
AGENDA MEMORANDUM
Public Hearing and First Reading for the City Council Meeting of November 11, 2014
Second Reading for the City Council Meeting of November 18, 2014
DATE: October 6, 2014
TO: Ronald L. Olson, City Manager
FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department
DanG@cctexas.com
(361) 826-3595
Rezoning from "RS -6" Residential to "RS -4.5" Residential
For The George B. Gaines, Jr. Family Limited Partnership, Ltd.
Property Address: 8001 Holly Road
CAPTION:
Case No. 0914-02 The George B. Gaines, Jr. Family Limited Partnership, Ltd.: A
change of zoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family
4.5 District, not resulting in a change to the Future Land Use Plan. The property is
described as being a 28.461 -acre tract of land out of Lots 1 and 2, Section 32, Flour
Bluff and Encinal Farm and Garden Tracts, located along the south side of Holly Road
west of Paul Jones Avenue.
PURPOSE:
The purpose of this item is rezone the property to allow a 173 -lot single-family
subdivision with minimum lot sizes of 4,500 square feet and 20 -foot front yard setbacks.
RECOMMENDATION:
Planning Commission and Staff Recommendation (September 24, 2014):
Approval of the change of zoning from the "RS -6" Single -Family 6 District to the
"RS -4.5" Single -Family 4.5 District.
BACKGROUND AND FINDINGS:
As detailed in the attached report, the applicant is requesting a rezoning from the "RS -6"
Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District to allow the
construction of a single-family subdivision. The proposed rezoning would allow lots with
a minimum lot size of 4,500 square feet and 45 -foot lot widths.
The proposed rezoning is consistent with the adopted Future Land Use Plan, which
calls for low density residential uses. The applicant is proposing the rezoning in order to
allow a higher density of single-family dwellings on the property. The proposed rezoning
will increase the density of the development, but the property would remain consistent
with the adopted Future Land Use Plan. The proposed rezoning will not negatively
impact the surrounding properties and the property to be rezoned is suitable for low
density residential uses.
ALTERNATIVES:
1. Deny the request.
OTHER CONSIDERATIONS:
Not Applicable
CONFORMITY TO CITY POLICY:
The proposed rezoning is consistent with the City's Comprehensive Plan and the Future
Land Use Plan.
EMERGENCY / NON -EMERGENCY:
Non -Emergency
DEPARTMENTAL CLEARANCES:
Legal and Planning Commission
FINANCIAL IMPACT:
❑ Operating ❑ Revenue
❑ Capital
❑x Not applicable
Fiscal Year: 2014-
2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
Encumbered /
Expended Amount
This item
BALANCE
Fund(s):
Comments: None
LIST OF SUPPORTING DOCUMENTS:
Presentation - Aerial Map
Ordinance
Planning Commission Final Report
Ordinance amending the Unified Development Code ("UDC"), upon
application by The George B. Gaines, Jr. Family Limited Partnership,
Ltd. ("Owner"), by changing the UDC Zoning Map in reference to a
28.461 -acre tract of land out of Lots 1 and 2, Section 32, Flour Bluff
and Encinal Farm and Garden Tracts, from the "RS -6" Single -Family
6 District to the "RS -4.5" Single -Family 4.5 District; amending the
Comprehensive Plan to account for any deviations; and providing for
a repealer clause and publication.
WHEREAS, the Planning Commission has forwarded to the City Council its final
report and recommendation regarding the application of The George B. Gaines, Jr.
Family Limited Partnership, Ltd. ("Owner"), for an amendment to the City of Corpus
Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map;
WHEREAS, with proper notice to the public, public hearings were held on
Wednesday, September 24, 2014, during a meeting of the Planning Commission, and
on Tuesday, October 28, 2014, during a meeting of the City Council, 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 the public health, necessity, convenience and general welfare of the City of
Corpus Christi and its citizens.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS:
SECTION 1. Upon application made by The George B. Gaines, Jr. Family Limited
Partnership, Ltd. ("Owner"), the Unified Development Code ("UDC") of the City of
Corpus Christi, Texas ("City"), is amended by changing the zoning on a 28.461 -acre
tract of land out of Lots 1 and 2, Section 32, Flour Bluff and Encinal Farm and Garden
Tracts (the "Property"), located along the south side of Holly Road west of Paul Jones
Avenue, from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5
District (Zoning Map No. 039032), as shown in Exhibits "A" and "B." Exhibit A, which is a
metes and bounds description of the Property, and Exhibit B, which is a map to
accompany the metes and bounds description, are attached to and incorporated in this
ordinance by reference as if fully set out herein in their entireties.
SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes
made to the UDC by Section 1 of this ordinance.
SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective
July 1, 2011, and as amended from time to time, except as changed by this ordinance,
both remain in full force and effect.
SECTION 4. To the extent this amendment to the UDC represents a deviation from the
City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the
UDC, as it is amended by this ordinance.
SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning
of the Property and that are in conflict with this ordinance are hereby expressly
repealed.
SECTION 6. Publication shall be made in the City's official publication as required by
the City's Charter.
The foregoing ordinance was read for the first time and passed to its second reading on
this the day of , 20 , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
The foregoing ordinance was read for the second time and passed finally on
this the day of , 20 , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED this the day of , 20
ATTEST:
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
Ordinance_0914-02 Gaines Family Partnership Page 2 of 2
MURRAY BASS, JR., P.E., R.P.L.S.
NIXON M. WELSH, P.E., R.P.L.S.
www.bass-welsh.com
BASS & WELSH ENGINEERING
Engineering Firm Reg. No. F-52
Surveying Firm Reg. No. 100027-00
P.O. Box 6397
Corpus Christi, TX 78466-6397
RS 4.5 ZONING TRACT
STATE OF TEXAS §
COUNTY OF NUECES
3054 S. ALAMEDA, ZIP 78404
361 882-5521-- FAX 361 882-1265
e-mail: murrayjr@aol.com
e-mail: nixmw@aol.com
AUGUST 25, 2014
04037-M&B-ZONING.doc
Description of a 28.461 acre tract of land, more or less, a portion of Lots 1 & 2, Section 32, Flour Bluff and
Encinal Farm and Garden Tracts, a map of which is recorded in Volume "A", Pages 41 - 43, Map Records,
Nueces county, Texas, said 28.461 acre tract of land as further described by metes and bounds as follows:
BEGINNING at the easternmost corner of Lot "A", Block 1, Monte Verde at Terra Mar Unit 1, a map of
which is recorded in Volume 65, Pages 76 & 77, said maps records, said beginning point for the northernmost
corner of the tract herein described and being in the southwest right-of-way line of Holly road;
THENCE S60°32'52"E 1005.10' along said southwest right-of-way line of Holly Road to a point for the
easternmost corner of the tract herein described;
THENCE S28°38'42"W 1,236.41' to a point for the southernmost corner of the tract herein described in the
northeast right-of-way line of a 100' wide drainage right-of-way described by deeds, Volume 1922, Page 604
and Volume 1922, Page 600, both in the Deed Records of said county;
THENCE N61°21'18"W 950.38' to a point for the southernmost west corner of the tract herein described in
the southeast boundary line of a 12,923 SF tract of land described by deed, Document No. 2008015529,
official records of said county;
THENCE N28°39'45"E 185.21' along said southeast boundary line of 12,923 SF tract of land to a point for
southwest interior corner of the tract herein described and easternmost corner of said 12,923 SF tract;
THENCE N61°21'15"W 55.00' to a point for the northernmost west corner of the tract herein described and
southernmost corner of Lot 21, Block 1, said Monte Verde at Terra Mar Unit 1;
THENCE N28°39'45"E 1065.34' along the southeast boundary line of said Monte Verde at Terra Mar Unit 1,
to the POINT OF BEGINNING, a sketch showing said 28.461 acre tract for RS 4.5 Zoning being attached
hereto as Exhibit "B".
Agider-bFFreak
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- 4 4, W EL51'1 Nixon M. Welsh, R.P.L.S
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''EXHIBIT "A"
Page 1of1
SECT 28
SECT 31
SECT 27 ECT 32
LOT "A"
re)
O
O
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o 2
>ck N
w Q CO
g l�
o d
wco
N
PAVO REAL ST.
70' DRAINAGE
ROW, V. 65, P.
76 & 77, M.R.
5"W 55.00'
CL HOLLY RD.
(80' ROW)-.
40' RAILROAD AND ROAD
ROW, V. 292, P. 221, D.R.
S60°32'52"E 1005.10'
SECTION LINE
LOT 20
LOT 19
LOT 8, SECT 27
LOT 9, SECT 27
LOT 1
LOT 2
ff12923 SF TRACT, DOC.
2008015529, O.R., HOGAN
DEVELOPMENT, L.P.
0
J
CO
rr)
N
S28`38'42"W
LOT 1, SECT 32
LOT 14, SECT 32
CL 100' DRAINAGE ROW, V. 1922, P.
604, D.R. AND V. 1922, P. 600, D.R.
LOT 1
LOT 14
N61°21'18'W
950.38'
LOT 2
EXHIBIT "B"
SKETCH TO ACCOMPANY METES
AND BOUNDS DESCRIPTION
1 "=200'
LOT 13
BASS AND WELSH ENGINEERING
CORPUS CHRISTI, TX
SURVEY REG. NO. 100027-00,
TX ENGINEERING REG. NO. F-52,
FILE: EXB-ZONING, JOB NO.
14002, SCALE: 1" = 200'
PLOT SCALE: SAME, PLOT DATE:
8/25/14, SHEET 1 OF 1
Aerial Overview
Aerial
PLANNING COMMISSION FINAL REPORT
Case No.: 0914-02
HTE No. 14-10000034
Planning Commission Hearing Date: September 24, 2014
Applicant
& Legal
Description
Applicant/Owner: The George B. Gaines, Jr. Family Limited Partnership, Ltd.
Legal Description/Location: Being a 28.461 -acre tract of land out of Lots 1
and 2, Section 32, Flour Bluff and Encinal Farm and Garden Tracts, located
along the south side of Holly Road west of Paul Jones Avenue.
Zoning
Request
From: "RS -6" Single -Family 6 District
To: "RS -4.5" Single -Family 4.5 District
Area: 28.461 acres
Purpose of Request: To allow development of a 173 -lot single-family
subdivision with minimum lot sizes of 4,500 square feet and 20 -foot front yard
setbacks.
Existing Zoning and
Land Uses
Existing Zoning
District
Existing Land Use
Future Land Use
Site
"RS -6" Single -Family 6
Vacant
Low Density
Residential
North
"FR" Farm Rural
Vacant and Estate
Residential
Low Density
Residential
South
"FR" Farm Rural
Vacant
Low Density
Residential
East
"RS -6" Single -Family 6
Vacant
Low Density
Residential
West
"RS -4.5" Single -Family
4.5
Low Density
Residential
Low Density
Residential
ADP, Map &
Violations
Area Development
Development
proposed
consistent
Map No.:
Zoning
Plan: The subject property is located in the Southside Area
Plan (ADP) and is planned for low density residential uses. The
change of zoning to the "RS -4.5" Single -Family 4.5 District is
with the adopted Future Land Use Plan.
039032
Violations: None
Transportation
Transportation and Circulation: The subject property has access to Holly
Road, which the Urban Transportation Plan designates as an "A-2" Secondary
Arterial Divided roadway, requiring a 100 -foot right-of-way. The maximum
desirable Average Daily Trips for an "A-2" Secondary Arterial Divided roadway
is 20,000 to 32,000.
Case # 0914-02
Page 2
Street
R.O.W.
Street
Urban
Transportation Plan
Type
Proposed
Section
Existing
Section
Traffic
Volume
Holly Road
"A-2" Secondary
Arterial Divided
100' ROW
54' paved
60' ROW
20' paved
Not
Available
Staff Summary:
Requested Zoning and Development Plan: The applicant is requesting a change of
zoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District
to allow construction of a 173 -lot single-family subdivision with minimum lot sizes of
4,500 square feet and with minimum front yard setbacks of 20 feet. The proposed
development will be the first phase of Parkside Subdivision.
Existing Land Uses & Zoning: The existing land use of the subject property is vacant.
West of the subject property are single-family dwellings zoned "RS -4.5" Single -Family
4.5 District. East of the subject property is vacant land in the "RS -6" Single -Family 6
District proposed for future single-family development as part of the Parkside
Subdivision. North and south of the subject property is vacant land in the "FR" Farm
Rural District, with one existing residential dwelling on the north side existing as an
estate residential use.
AICUZ: The subject property is not located in a Navy Air Installation Compatibility Use
Zones (AICUZ).
Comprehensive Plan & Area Development Plan (ADP) Consistency: The subject
property is within the boundaries of the Southside ADP and the proposed rezoning is
consistent with the adopted Future Land Use Plan, which slates the property for low
density residential uses.
Department Comments:
• The proposed rezoning to the "RS -4.5" Single -Family 4.5 District allows a higher
density than the current "RS -6" Single -Family 6 District. This change of zoning would
increase the density of the development from 7.26 dwellings per acre to 9.68
dwellings per acre but would remain consistent with the adopted Future Land Use
Plan
• The proposed rezoning is consistent with the Comprehensive Plan.
• The proposed rezoning would not negatively impact the surrounding properties and
the property to be rezoned is suitable for low density residential uses.
• The proposed rezoning is compatible with the present zoning and conforming uses
of nearby properties and to the character of the surrounding area.
Case # 0914-02
Page 3
Planning Commission and Staff Recommendation (Sept. 24, 2014):
Approval of the change of zoning from the "RS -6" Single -Family 6 District to the
"RS -4.5" Single -Family 4.5 District.
Notification
Number of Notices Mailed — 44 within 200 -foot notification area;
2 outside notification area
As of September 29, 2014:
In Favor — 0 (inside notification area); 0 (outside notification area)
In Opposition — 2 (inside notification area); 0 (outside notification area)
For 2.96% in opposition.
Attachments: 1. Location Map (Existing Zoning & Notice Area)
2. Parkside Subdivision Preliminary Plat
AGENDA MEMORANDUM
Public Hearing and First Reading for the City Council Meeting of November 11, 2014
Second Reading for the City Council Meeting of November 18, 2014
DATE: September 30, 2014
TO: Ronald L. Olson, City Manager
FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department
DanG@cctexas.com
(361) 826-3595
Rezoning from Neighborhood Commercial to General Commercial
For Patrick H. Nolan and Amy L. Nolan
Property Address: 6197 Dunbarton Oak Drive
CAPTION:
Case No. 0914-01 Patrick H. Nolan and Amy L. Nolan: A change of zoning from the
"CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District,
not resulting in a change to the Future Land Use Plan. The property is described as
being a 1.34 acre portion of Lot 1, Block 3, Cimarron Center, located on the southwest
corner of Dunbarton Oak Drive and Cimarron Boulevard.
PURPOSE:
To rezone the property to allow additional self -storage units.
RECOMMENDATION:
Planning Commission and Staff Recommendation (September 24, 2014):
Denial of the "CG -2" General Commercial District and, in lieu thereof, approval of a
Special Permit subject to a site plan and the following conditions.
1. Use Regulation: The only use allowed other than those allowed by right in the
"CN -1" Neighborhood Commercial District is a self-service storage facility
providing separate storage areas for personal or business use designed to allow
private access by the tenant for storing personal property.
2. Loading Doors: Loading doors shall be allowed to face east only on building G.
Emergency man doors, as required by City Building Code, may be located on
any side of the building.
3. Buffer Yard: Fifteen -foot buffer yard with 15 buffer points shall be required on
the west property line. Canopy trees of 2.5 -inch caliper shall be planted every 30
feet on center along the west property line.
4. Set Back: Minimum 15 -foot setback from residential properties.
5. Building Height: The maximum height of any structure on the Property shall not
exceed 26 feet.
6. Fence: A solid screening fence of not less than 6 -feet in height must be
maintained along the south and west side of the property.
7. Lighting: No freestanding lights within 50 feet of a residentially zoned property.
No light source shall exceed the roof height of the buildings or 15 feet, whichever
is less. No light source on west side of building G, except as required by building
code.
8. Signage: No additional freestanding sign is permitted. Any wall sign placed on
the buildings shall not face the residential properties.
9. Hours of Operation: The hours of operation shall be limited to the hours
between 9:00 AM and 6:00 PM.
10. Time Limit: The Special Permit will expire in one year from the date of the
approved ordinance unless a building permit application has been submitted.
BACKGROUND AND FINDINGS:
As detailed in the attached report, the applicant is requesting a rezoning from the
"CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District to
allow the additional self -storage units. One pre-engineered metal building of
approximately 24,000 square feet will be added.
The proposed rezoning is consistent with the adopted Future Land Use Plan, which
designates the property for commercial uses. However, the proposed rezoning to the
"CG -2" General Commercial District will negatively affect the neighborhood even
though the property to be rezoned is considered to be suitable for commercial uses.
Approving the rezoning to the "CG -2" General Commercial District would allow
incompatible uses to be developed on the property. Uses such as vehicle sales and
service, bars, and night clubs are allowed in the "CG -2" District. These uses would not
be compatible with the adjacent residentially zoned properties.
Therefore, staff and Planning Commission recommend denial of the "CG -2" General
Commercial District and, in lieu thereof, approval of a Special Permit subject to a site
plan and development conditions. The applicant is in agreement with the Special Permit
and its conditions.
ALTERNATIVES:
1. Approve the Planning Commission/Staff recommendation.
2. Modify the proposed Special Permit Conditions.
3. Approve the "CG -2" General Commercial District
4. Deny the requested rezoning.
OTHER CONSIDERATIONS:
Not Applicable
CONFORMITY TO CITY POLICY:
The proposed change of zoning to the "CG -2" General Commercial District is not
consistent with the Comprehensive Plan though it is consistent with the adopted Future
Land Use Plan, which slates the property for a commercial use. A rezoning to grant a
Special Permit for the mini -storage subject to development conditions is more
consistent with elements of the Comprehensive Plan such as:
1.) Commercial service areas designed to serve local neighborhoods should be
conveniently located and in harmony with the surrounding neighborhood.
(Comprehensive Plan, Commercial Policy Statement G).
2.) Infill should be encouraged on vacant tracts within developed areas
(Comprehensive Plan, Residential Policy Statement H).
3.) Minimize the impact of commercial areas on adjacent, existing, or future
residential areas through the use of compact designs, screening fences, open
space, and landscaping (Comprehensive Plan, Commercial Policy Statement B).
EMERGENCY / NON -EMERGENCY:
Non -Emergency
DEPARTMENTAL CLEARANCES:
Legal and Planning Commission
FINANCIAL IMPACT:
❑ Operating ❑ Revenue
❑ Capital
0 Not applicable
Fiscal Year: 2014-
2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
Encumbered /
Expended Amount
This item
BALANCE
Fund(s):
Comments: None
LIST OF SUPPORTING DOCUMENTS:
Aerial Overview of Map
Zoning Report with Attachments
Ordinance (For Special Permit - Planning Commission & Staff Recommendation)
Ordinance (For "CG -2" General Commercial)
Ordinance amending the Unified Development Code ("UDC"), upon
application by Patrick H. Nolan and Amy L. Nolan ("Owners"), by
changing the UDC Zoning Map in reference to a 1.34 -acre portion of
Lot 1, Block 3, Cimarron Center, from the "CN -1" Neighborhood
Commercial District to the "CG -2" General Commercial District;
amending the Comprehensive Plan to account for any deviations;
and providing for a repealer clause and publication.
WHEREAS, the Planning Commission has forwarded to the City Council its final
report and recommendation regarding the application of Patrick H. Nolan and Amy L.
Nolan ("Owners"), for an amendment to the City of Corpus Christi's Unified Development
Code ("UDC") and corresponding UDC Zoning Map;
WHEREAS, with proper notice to the public, public hearings were held on
Wednesday, September 24, 2014, during a meeting of the Planning Commission, and
on Tuesday, October 28, 2014, during a meeting of the City Council, 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 the public health, necessity, convenience and general welfare of the City of
Corpus Christi and its citizens.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS:
SECTION 1. Upon application by Patrick H. Nolan and Amy L. Nolan ("Owners"), the
Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is
amended by changing the zoning on a 1.34 -acre portion of Lot 1, Block 3, Cimarron
Center, located on the southwest corner of Dunbarton Oak Drive and Cimarron
Boulevard (the "Property"), from the "CN -1" Neighborhood Commercial District to the
"CG -2" General Commercial District, as shown in Exhibits "A" and "B." Exhibit A, which
is a metes and bounds description of the Property, and Exhibit B, which is a map to
accompany the metes and bounds description, are attached to and incorporated in this
ordinance by reference as if fully set out herein in their entireties.
SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes
made to the UDC by Section 1 of this ordinance.
SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective
July 1, 2011, and as amended from time to time, except as changed by this ordinance,
both remain in full force and effect.
SECTION 4. To the extent this amendment to the UDC represents a deviation from the
City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the
UDC, as it is amended by this ordinance.
SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning
of the Property and that are in conflict with this ordinance are hereby expressly
repealed.
SECTION 6. Publication shall be made in the City's official publication as required by
the City's Charter.
The foregoing ordinance was read for the first time and passed to its second reading on
this the day of , 20 , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
The foregoing ordinance was read for the second time and passed finally on
this the day of , 20 , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED this the day of , 20
ATTEST:
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
0914-01 CG -2 Ordinance, Patrick H. Nolan and Amy L. Nolan Page 2 of 2
FIELDNOTE DESCRIPTION
FOR
1.34 ACRES OF LAND
THE STATE OF TEXAS §
COUNTY OF NUECES §
BEING a 1.34 acre portion of that tract of land conveyed to Patrick H. Nolan dba The Storage
Place and Amy L. Nolan dba The Storage Place by Saratoga Highway Properties, LLC by
Document No. 2012050668, dated December 27, 2012 as recorded in the Official Records of
Nueces County, Texas, same being a portion of Lot 1, BIock 3, Cimarron Center as recorded in
Volume 67, Pages 442 and 443 of the Map Records of Nueces County, Texas, said 1.34 acres of
land being more fully described by metes and bounds as follows:
BEGINNING at an existing iron rod marking the most western corner of the said Lot 1, Block 3,
Cimarron Center, same being the most northern corner of Lot 1, Block 6, Cimarron Estates as
recorded in Volume 65, Page 70 through 72 of the Map Records of Nueces County, Texas, said
iron rod also the most western corner of the herein described tract;
THENCE N. 28° 38' 25" E. a distance of 283.99 feet along the northwest line of the said Lot 1,
Block 3, Cimarron Center to a point in the southwest right-of-way Iine of Dunbarton Oak Drive,
said point being the most northern corner of the herein described tract;
THENCE S. 61° 23' 04" E. a distance of 188.00 feet along the northeast line of the said Lot 1,
Block 3, Cimarron Center, same being the southwest right-of-way Iine of Dunbarton Oak Drive to
the point of curvature of a curve to the right;
THENCE in a southeasterly direction along the said curve to the right having a radius of 785.00
feet, an arc distance of 17.00 feet (chord bearing and distance: S. 60° 45' 55" E. 17.00 feet) to a
point for the most.eastern corner of the herein described tract;
THENCE S. 28: 38' 25" W. a distance of 283.90 feet crossing the said Lot 1, Block 3, Cimarron
Center to a point in the southwest line of the said Lot 1, Block 3, Cimarron Center, said point being
the most southern corner of the herein described tract;
THENCE N. 61° 21' 29" W a distance of 205.00 feet along the southwest line of the said Lot 1,
Block 3, Cimarron Center to the Place of Beginning, containing within these metes and bounds
1.34 acres of land.
These fieldnotes were prepared based on a Plat of Lot 1, Block 3, Cimarron Center as recorded in
Volume 67, Page 442 and 443 of the Map Records of Nueces County, Texas and was not staked on
the ground.
ez,C 6/•'Z4,01(
A.C. FRANKSON Date
Registered Professional Land Surveyor
Texas Registration No. 2239
Exhibit A
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Exhibit B
SCALE: 1 " = 200'
Ordinance amending the Unified Development Code ("UDC"), upon
application by Patrick H. Nolan and Amy L. Nolan ("Owners"), by
changing the UDC Zoning Map in reference to a 1.34 acre portion of
Lot 1, Block 3, Cimarron Center, from the "CN -1" Neighborhood
Commercial District to the "CN-1/SP" Neighborhood Commercial
District with a Special Permit; amending the Comprehensive Plan to
account for any deviations; and providing for a repealer clause and
publication.
WHEREAS, the Planning Commission has forwarded to the City Council its final
report and recommendation regarding the application of Patrick H. Nolan and Amy L.
Nolan ("Owners"), for an amendment to the City of Corpus Christi's Unified Development
Code ("UDC") and corresponding UDC Zoning Map;
WHEREAS, with proper notice to the public, public hearings were held on
Wednesday, September 24, 2014, during a meeting of the Planning Commission, and
on Tuesday, October 28, 2014, during a meeting of the City Council, 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 the public health, necessity, convenience and general welfare of the City of
Corpus Christi and its citizens.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS:
SECTION 1. Upon application by Patrick H. Nolan and Amy L. Nolan ("Owners"), the
Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is
amended by changing the zoning on a 1.34 acre portion of Lot 1, Block 3, Cimarron
Center, located on the southwest corner of Dunbarton Oak Drive and Cimarron
Boulevard (the "Property"), from the "CN -1" Neighborhood Commercial District to the
"CN-1/SP" Neighborhood Commercial District with a Special Permit, as shown in
Exhibits "A", "B", and "C." Exhibit A, which is a metes and bounds description of the
Property, Exhibit B, which is a map to accompany the metes and bounds description,
and Exhibit C, which is a site plan of the Property, are attached to and incorporated in
this ordinance by reference as if fully set out herein in their entireties.
SECTION 2. The Special Permit granted in Section 1 of this ordinance is subject to the
Owner meeting the requirements of Exhibit C and the following conditions:
1. Use Regulation: The only use allowed other than those allowed by right in the
"CN -1" Neighborhood Commercial District is a self-service storage facility
providing separate storage areas for personal or business use designed to allow
private access by the tenant for storing personal property.
2. Loading Doors: Loading doors shall be allowed to face east only on building G.
Emergency man doors, as required by City Building Code, may be located on
any side of the building.
3. Buffer Yard: Fifteen -foot buffer yard with 15 buffer points shall be required on
the west property line. Canopy trees of 2.5 -inch caliper shall be planted every 30
feet on center along the west property line.
4. Set Back: Minimum 15 -foot setback from residential properties.
5. Building Height: The maximum height of any structure on the Property shall not
exceed 26 feet.
6. Fence: A solid screening fence of not less than 6 -feet in height must be
maintained along the south and west side of the property.
7. Lighting: No freestanding lights within 50 feet of a residentially zoned property.
No light source shall exceed the roof height of the buildings or 15 feet, whichever
is less. No light source on west side of building G, except as required by building
code.
8. Signage: No additional freestanding sign is permitted. Any wall sign placed on
the buildings shall not face the residential properties.
9. Hours of Operation: The hours of operation shall be limited to the hours
between 9:00 AM and 6:00 PM.
10.Time Limit: The Special Permit will expire in one year from the date of the
approved ordinance unless a building permit application has been submitted.
SECTION 3. The official UDC Zoning Map of the City is amended to reflect changes
made to the UDC by Section 1 of this ordinance.
SECTION 4. The UDC and corresponding UDC Zoning Map of the City, made effective
July 1, 2011, and as amended from time to time, except as changed by this ordinance,
both remain in full force and effect.
SECTION 5. To the extent this amendment to the UDC represents a deviation from the
City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the
UDC, as it is amended by this ordinance.
SECTION 6. All ordinances or parts of ordinances specifically pertaining to the zoning
of the Property and that are in conflict with this ordinance are hereby expressly
repealed.
SECTION 7. Publication shall be made in the City's official publication as required by
the City's Charter.
Page 2 of 3
The foregoing ordinance was read for the first time and passed to its second reading on
this the day of , 20 , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
The foregoing ordinance was read for the second time and passed finally on
this the day of , 20 , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED this the day of , 20
ATTEST:
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
0914-01 Ordinance, Patrick H. Nolan and Amy L. Nolan Page 3 of 3
FIELDNOTE DESCRIPTION
FOR
1.34 ACRES OF LAND
THE STATE OF TEXAS §
COUNTY OF NUECES §
BEING a 1.34 acre portion of that tract of land conveyed to Patrick H. Nolan dba The Storage
Place and Amy L. Nolan dba The Storage Place by Saratoga Highway Properties, LLC by
Document No. 2012050668, dated December 27, 2012 as recorded in the Official Records of
Nueces County, Texas, same being a portion of Lot 1, BIock 3, Cimarron Center as recorded in
Volume 67, Pages 442 and 443 of the Map Records of Nueces County, Texas, said 1.34 acres of
land being more fully described by metes and bounds as follows:
BEGINNING at an existing iron rod marking the most western corner of the said Lot 1, Block 3,
Cimarron Center, same being the most northern corner of Lot 1, Block 6, Cimarron Estates as
recorded in Volume 65, Page 70 through 72 of the Map Records of Nueces County, Texas, said
iron rod also the most western corner of the herein described tract;
THENCE N. 28° 38' 25" E. a distance of 283.99 feet along the northwest line of the said Lot 1,
Block 3, Cimarron Center to a point in the southwest right-of-way Iine of Dunbarton Oak Drive,
said point being the most northern corner of the herein described tract;
THENCE S. 61° 23' 04" E. a distance of 188.00 feet along the northeast line of the said Lot 1,
Block 3, Cimarron Center, same being the southwest right-of-way Iine of Dunbarton Oak Drive to
the point of curvature of a curve to the right;
THENCE in a southeasterly direction along the said curve to the right having a radius of 785.00
feet, an arc distance of 17.00 feet (chord bearing and distance: S. 60° 45' 55" E. 17.00 feet) to a
point for the most.eastern corner of the herein described tract;
THENCE S. 28: 38' 25" W. a distance of 283.90 feet crossing the said Lot 1, Block 3, Cimarron
Center to a point in the southwest line of the said Lot 1, Block 3, Cimarron Center, said point being
the most southern corner of the herein described tract;
THENCE N. 61° 21' 29" W a distance of 205.00 feet along the southwest line of the said Lot 1,
Block 3, Cimarron Center to the Place of Beginning, containing within these metes and bounds
1.34 acres of land.
These fieldnotes were prepared based on a Plat of Lot 1, Block 3, Cimarron Center as recorded in
Volume 67, Page 442 and 443 of the Map Records of Nueces County, Texas and was not staked on
the ground.
ez,C 6/•'Z4,01(
A.C. FRANKSON Date
Registered Professional Land Surveyor
Texas Registration No. 2239
Exhibit A
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Aerial Overview
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SUBJECT
PROPERTY
80D
Rat
PLANNING COMMISSION FINAL REPORT
Case No. 0914-01
HTE No. 14-10000033
Planning Commission Hearing Date: September 24, 2014
Applicant
& Legal
Description
Applicant/Owner: Patrick H. Nolan and Amy L. Nolan
Representative: Balusek-Frankson (Courtland Frankson)
Legal Description/Location: Being a 1.34 acre portion of Lot 1, Block 3,
Cimarron Center, located on the southwest corner of Dunbarton Oak Drive
and Cimarron Boulevard.
Zoning
Request
From: "CN -1" Neighborhood Commercial District
To: "CG -2" General Commercial District
Area: 1.34 acres
Purpose of Request: To allow the construction of self-service storage
facility.
Existing Zoning and
Land Uses
Existing Zoning District
ExistU eland
Future Land Use
Site
"CN -1" Neighborhood
Commercial
Vacant
Commercial
North
"CN -1" Neighborhood
Commercial District
Vacant
Commercial
South
"RM -2" Multifamily 2
Vacant
Medium Density
Residential
East
"CG -2" General
Commercial District
Commercial
Commercial
West
"RS -4.5" Single Family 4.5
District
Low Density
Residential
Low Density
Residential
ADP, Map &
Violations
Area Development Plan: The subject property is located in the Southside
Area Development Plan (ADP) and is planned for a commercial use. The
proposed change of zoning to the "CG -2" General Commercial District is
consistent with the adopted Future Land Use Plan.
Map No.: 043032, 043033
Zoning Violations: None
Zoning Report
Case # 0914-01 Patrick H. Nolan and Amy L. Nolan
Page 2
Trans-
portation
Transportation and Circulation: The subject property has 188 feet of
frontage along the south side of Dunbarton Oak Drive, which is a "01"
Minor Residential Collector Street. The subject property also has 50 feet of
frontage along the west side of Cimarron Boulevard, which is an "Al" Minor
Arterial Undivided Street. A Traffic Impact Analysis (TIA) was not required
due to the trip factor not exceeding the 501 peak trips per the Unified
Development Code (UDC).
Street R.O.W.
Street
Urban
Transportation
Plan Type
Proposed
Section
Existing
Section
Traffic
Volume
(2011)
Dunbarton
Oak Drive
"01" Minor
Residential
Collector
60' ROW
40' paved
65' ROW
41' paved
Not
Available
Cimarron
Boulevard
"Al" Minor Arterial
Undivided
95' ROW
64' paved
80' ROW
60' paved
10,946
ADT
(2010)
Staff Summary:
Requested Zoning: The applicant is requesting a change of zoning from "CN -1"
Neighborhood Commercial District to "CG -2" General Commercial District to allow
construction of a self-service storage facility.
Applicant's Development Plan: In the proposed "CG -2" General Commercial zoning,
the applicant is proposing to develop an additional self -storage unit to the storage unit
built to the east. A building of 24,000 square feet will be added. The building will be a
pre-engineered metal building and will be serviced by the existing office and driveway.
The first rezoning occurred in November 2012 for the existing mini storage.
Existing Land Uses & Zoning: The property has 188 feet of frontage along the south
side of Dunbarton Oak Drive. North of the subject property is vacant land zoned "CN -1"
Neighborhood Commercial District. East of the subject property is an existing mini
storage. South of the subject property is vacant land zoned
"RM -2" Multifamily 2 District. West of the subject property is a single-family
neighborhood zoned "RS -4.5" Single -Family 4.5 District.
AICUZ: The subject property is not located in one of the Navy's Air Installation
Compatibility Use Zones (AICUZ).
Comprehensive Plan & Area Development Plan (ADP) Consistency: The proposed
change of zoning to the "CG -2" General Commercial District is not consistent with the
Comprehensive Plan though it is consistent with the adopted Future Land Use Plan,
which slates the property for a commercial use. A rezoning to grant a Special Permit for
Zoning Report
Case # 0914-01 Patrick H. Nolan and Amy L. Nolan
Page 3
the mini -storage subject to development conditions is more consistent with elements of
the Comprehensive Plan such as:
1.) Commercial service areas designed to serve local neighborhoods should be
conveniently located and in harmony with the surrounding neighborhood.
(Comprehensive Plan, Commercial Policy Statement G).
2.) Infill should be encouraged on vacant tracts within developed areas
(Comprehensive Plan, Residential Policy Statement H).
3.) Minimize the impact of commercial areas on adjacent, existing, or future
residential areas through the use of compact designs, screening fences, open
space, and landscaping (Comprehensive Plan, Commercial Policy Statement B).
Plat Status: The subject property is currently platted.
Department Comments:
The configuration of this rezoning will leave a 15 -foot buffer between the subject
property and the residential neighborhood.
The proposed storage facility will have convenient access to Dunbarton Oak Drive,
which is designated as a "C1" Minor Residential Collector, and connects to Cimarron
Boulevard, an "Al" Minor Arterial Undivided Street. This will help curve traffic flows
away from residential areas.
The proposed rezoning would negatively impact the adjacent residential uses if
zoned "CG -2" General Commercial District.
Other incompatible uses could be developed on the property with the requested
zoning. Uses such as vehicle sales and service, bars, and night clubs are allowed in
the "CG -2" General Commercial District. These uses would not be compatible with
the adjacent residentially zoned properties.
Planning Commission and Staff Recommendation:
Denial of the "CG -2" General Commercial District and, in lieu thereof, approval of a
Special Permit subject to a site plan and the following conditions.
1. Use Regulation: The only use allowed other than those allowed by right in the
"CN -1" Neighborhood Commercial District is a self-service storage facility
providing separate storage areas for personal or business use designed to allow
private access by the tenant for storing personal property.
2. Loading Doors: Loading doors shall be allowed to face east only on building G.
Emergency man doors, as required by City Building Code, may be located on
any side of the building.
3. Buffer Yard: Fifteen -foot buffer yard with 15 buffer points shall be required on
the west property line. Canopy trees of 2.5 -inch caliper shall be planted every 30
feet on center along the west property line.
4. Set Back: Minimum 15 -foot setback from residential properties.
Zoning Report
Case # 0914-01 Patrick H. Nolan and Amy L. Nolan
Page 4
5. Building Height: The maximum height of any structure on the Property shall not
exceed 26 feet.
6. Fence: A solid screening fence of not less than 6 -feet in height must be
maintained along the south and west side of the property.
7. Lighting: No freestanding lights within 50 feet of a residentially zoned property.
No light source shall exceed the roof height of the buildings or 15 feet, whichever
is less. No light source on west side of building G, except as required by building
code.
8. Signage: No additional freestanding sign is permitted. Any wall sign placed on
the buildings shall not face the residential properties.
9. Hours of Operation: The hours of operation shall be limited to the hours
between 9:00 AM and 6:00 PM.
10. Time Limit: The Special Permit will expire in one year from the date of the
approved ordinance unless a building permit application has been submitted.
Public Notification
Number of Notices Mailed — 13 within 200 -foot notification area
5 outside notification area
As of October 6, 2014:
In Favor
In Opposition
— 0 (inside notification area); 0 (outside notification area)
— 1 (inside notification area); 0 (outside notification area)
Totaling 2.637% of the land within the 200 -foot notification area in opposition.
Attachments:
A. Aerial Location Map
B. Overall Site Plan
C. Preliminary Site Plan
Zoning Report
Case # 0914-01 Patrick H. Nolan and Amy L. Nolan
Page 5
800
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Prepdroci 9 Irmmyivr
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CASE: 0914-01
2013 AERIAL
Subject
Property
City of
Corpus /
Christi
Exhibit A
CURVE DATA
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Case # 0914-01 Patrick H. Nolan edam L. Nolan
Page 6
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Zoning Report
Case # 0914-01 Patrick H. Nolan and Amy L. Nolan
Page 7
3
Exhibit C
AGENDA MEMORANDUM
Public Hearing/First Reading Ordinance for the City Council Meeting of November 11, 2014
Second Reading for the City Council Meeting of November 18, 2014
DATE: October 17, 2014
TO: Ronald L. Olson, City Manager
FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department
DanG@cctexas.com
(361) 826-3595
Closing a portion of Bockholt Road (undeveloped, unsurfaced dedicated public right-of-
way) between the Old State Highway 44 and the New State Highway 44 rights-of-way.
CAPTION:
Ordinance abandoning and vacating an undeveloped and unsurfaced 21,690 square -foot
portion of the Bockholt Road public street right-of-way, out of GC&SF RR CO Survey, Abstract
No. 1005, Nueces County, Texas, being a portion of those certain tracts of land described as
Tract Two and Tract Three, located between the Old State Highway 44 right-of-way and the
New State Highway 44 right-of-way; and requiring the owner, George Picha, to comply with the
specified conditions.
PURPOSE:
The purpose of this item is to abandon and vacate a portion of Bockholt Road due to the
fact that this unimproved portion of public street right-of-way leads to a dead end and
serves no purpose for future use in the Urban Transportation Plan.
BACKGROUND AND FINDINGS:
George Picha (Owner) is requesting the abandonment and vacation of an undeveloped
and unsurfaced 21,690 square -foot portion of the Bockholt Road public street right-of-
way, located between the Old State Highway 44 right-of-way and the new State
Highway 44 right-of-way. The abandonment and vacation of the public street right-of-
way is being requested by the Owner due to the fact that this unimproved portion of
public street right-of-way leads to a dead end and serves no purpose for future use in
the Urban Transportation Plan.
Staff recommends that payment of the fair market value be waived because City Code,
Section 49-12 (c)(4) of the City's Code of Ordinances, eliminates payment of the fair
market value when an abandoned street is unimproved, as it is in this case.
ALTERNATIVES:
Denial of the street closure. This will, however, adversely impact the Owner's ability to
move forward with future development or sale of the subject property.
OTHER CONSIDERATIONS:
Not applicable
CONFORMITY TO CITY POLICY:
The conditions of the ordinance are in compliance with City of Corpus Christi, Code of
Ordinances §49-12 (a), as amended and approved on July 13, 2004, by Ordinance No.
025816.
EMERGENCY / NON -EMERGENCY:
Non -Emergency
DEPARTMENTAL CLEARANCES:
All public and franchised utilities were contacted. AT&T has an existing underground
fiber cable along the north side and the west side of the Bockholt Road public right-of-
way, and is requiring that a utility easement be retained for their underground fiber optic
cable. None of the other City departments or franchised utility companies had any
facilities within the dedicated Bockholt Road public street right-of-way, or objections
regarding the proposed public right-of-way abandonment.
FINANCIAL IMPACT:
❑ Operating
❑ Revenue ❑ Capital
Not applicable
Fiscal Year: 2014-
2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
Encumbered /
Expended Amount
This item
BALANCE
Fund(s):
Comments: None
RECOMMENDATION:
Staff recommends approval of the ordinance. Owners must comply with the following
conditions:
a. City staff recommends that payment of the fair market value be waived
because City Code, Sec. 49-12, (c)(4) of the City Code of Ordinances
eliminates payment of the fair market value when an abandoned street is
unimproved, as it is in this case.
b. AT&T has an existing underground fiber cable along the north side and
the west side of the Bockholt Road public right-of-way, and is requiring
that a utility easement be retained for their underground fiber optic cable.
c. Owner is to dedicate a 15 -foot wide utility easement along the north side
and the west side of the Bockholt Road public right-of-way to be
abandoned and vacated.
d. Owner must replat the portion of Bockholt Road to be abandoned and
vacated, and comply with all specified conditions of the ordinance within
180 days of City Council approval.
e. Failure to comply with all the conditions outlined in this Ordinance within
the specified time frame will hereby make the Ordinance null and void.
f. Upon approval by the City Council and issuance of the ordinance, all
grants of streets closures must be recorded at the Owners' expense in
the real property Official Deed and Map Records of Nueces County,
Texas, in which the subject portion of the property is located, with a copy
of the recording provided to the City. Prior to the issuance of any
permits for construction on the land, an up-to-date survey, abstracted for
all streets, alleys or public rights-of-way, and items of record must be
submitted by the Owners to the Director of Development Services.
LIST OF SUPPORTING DOCUMENTS:
Ordinance with Exhibits
Ordinance abandoning and vacating an undeveloped and unsurfaced 21,690
square -foot portion of the Bockholt Road public street right-of-way, out of
GC&SF RR CO Survey, Abstract No. 1005, Nueces County, Texas, being a
portion of those certain tracts of land described as Tract Two and Tract Three,
located between the Old State Highway 44 right-of-way and the New State
Highway 44 right-of-way; and requiring the owner, George Picha, to comply
with specified conditions.
WHEREAS, George Picha ("Owner") has requested the abandonment and vacation of an
undeveloped and unsurfaced 21,690 -square -foot portion of the Bockholt Road public street right-
of-way out of GC&SF RR CO Survey, Abstract No. 1005, Nueces County, Texas, being a portion
of those certain tracts of land described as Tract Two and Tract Three;
WHEREAS, with proper notice to the public, a public hearing was held on Tuesday,
November 11, 2014, during a meeting of the City Council, during which all interested parties and
citizens were allowed to appear and be heard; and
WHEREAS, it has been determined that it is feasible and advantageous to the City of
Corpus Christi to abandon and vacate the subject portion of the undeveloped and unsurfaced
public street right-of-way out of Bockholt Road, subject to compliance by the Owners with the
conditions specified in this ordinance.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS:
SECTION 1. Pursuant to the request of George Picha ("Owner"), an undeveloped and unsurfaced
21,690 -square -foot portion of the Bockholt Road public street right-of-way out of GC&SF RR CO
Survey, Abstract No. 1005, Nueces County, Texas, being a portion of those certain tracts of land
described as Tract Two and Tract Three, located between the Old State Highway 44 right-of-way
and the New State Highway 44 right-of-way, as recorded in Volume 1838, Page 151, of the Official
Deed Records of Nueces County, Texas, is abandoned and vacated by the City of Corpus Christi
("City"), subject to the Owners' compliance with the conditions specified in Section 2 of this
ordinance. Exhibit "A," which is a metes and bounds description of the subject portion, and Exhibit
"B," which is a field notes map, are attached to and incorporated in this ordinance by reference as
if each were fully set out herein in their entireties.
SECTION 2. The abandonment and vacation of the public street right-of-way described in Section
1 of this ordinance is expressly conditioned upon the Owners' compliance with the following
requirements:
a. City staff recommends that payment of the fair market value be waived because
City Code, Sec. 49-12, (c)(4) of the City Code of Ordinances eliminates payment of
the fair market value when an abandoned street is unimproved, as it is in this case.
b. AT&T has an existing underground fiber cable along the north side and the west
side of the Bockholt Road public right-of-way, and is requiring that a utility
easement be retained for their underground fiber optic cable.
c. Owner is to dedicate a 15 -foot wide utility easement along the north side and the
west side of the Bockholt Road public right-of-way to be abandoned and vacated.
d. Owner must replat the portion of Bockholt Road to be abandoned and vacated, and
comply with all specified conditions of the ordinance within 180 days of City Council
approval, to avoid amendment of the Ordinance by City Council.
e. Failure to comply with all the conditions outlined in this Ordinance within the
specified time frame will hereby make the Ordinance null and void.
f. Upon approval by the City Council and issuance of the ordinance, all grants of
streets closures must be recorded at the Owners' expense in the real property
Official Deed and Map Records of Nueces County, Texas, in which the subject
portion of the property is located, with a copy of the recording provided to the City.
Prior to the issuance of any permits for construction on the land, an up-to-date
survey, abstracted for all streets, alleys or public rights-of-way, and items of record
must be submitted by the Owners to the Director of Development Services.
The foregoing ordinance was read for the first time and passed to its second reading on this the
day of , 20 , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
The foregoing ordinance was read for the second time and passed finally on
this the day of , 20 , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED this the day of , 20 .
ATTEST:
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
Bockholt Street Closure
FIELD NOTES for the closure of a portion of a 60 foot wide right-of-way (R.O.W.) known as Bockholt
Road;
1
1
1
BEING a 0.498 acre tract of land situated in the GC&SF RR CO Survey, Abstract No. 1005, Nueces
County, Texas, being a portion of those certain tracts of land described as Tract Two and Tract Three in
deed recorded in Volume 1838, Page 151, Deed Records, said Nueces County, and being more
particularly described by metes and bounds as follows:
BEGINNING at a Texas Highway Department R.Q.W. monument found at the south corner of that
certain tract of land described as Tract 1 in deed recorded in Document Number 2003057437, Official
Public Records, said Nueces County, and being in the north R.O.W. line of State Highway 44 (a variable
width R.O.W.);
THENCE North 01°08'44" West, passing at 90.37 feet the north comer of said Tract 1, at 110.20 feet a
southeast comer of aforesaid Tract Three, and continuing a total distance of 368.85 feet to a point in the
south line of a 20 foot wide State Highway 44 R.O.W. Easement, as recorded in Volume 265, Page 27,
aforesaid Deed Records;
THENCE North 88°35'19" East, 60.00 feet along said south line;
THENCE South 01°08'44" East, passing at 278.61 feet a southwest comer of aforesaid Tract Two and
the north comer of Tract 2 of aforesaid Document Number 2003057437, and continuing a total distance
of 354.17 feet to the south comer of said Tract 2 and being in aforesaid north R.O.W. fine of State
Highway 44;
THENCE South 74°51'10" West, 61.84 feet along said north R.O.W. line to the POINT OF BEGINNING
and containing 0.498 acres or 21,690 square feet based on the bearings and distances described
herein.
r HEREBY CERTIFY THAT THIS PLAT SHOWS THE
SUBJECT LOCATION AS SURVEYED ON THE
GROUND.
-`17;-
0.OP
RODRIC R. REESE
5883 �T;
Esst
StIFPI
froci-u;,
RODRIC R. REESE
REGISTERED PROFESSIONAL LAND SURVEYOR
REGISTRATION NO. 5883
NOTE:
1. BEARINGS AND DISTANCES ARE BASED ON THE
TEXAS COORDINATE SYSTEM OF 1983, SOUTH ZONE.
PLAT OF:
BOCKHOLT ROAD CLOSURE
(PAGE 2 OF 2)
A 0.498 ACRE TRACT OF LAND
SITUATED IN THE GC&SF RR CO
SURVEY, ABSTRACT NO. 1005,
IN THE CITY OF CORPUS CHRISTI,
NUECES COUNTY. TEXAS
FP, 1
TIER EXHIBIT A
SURVEYING COMPANY
sERVICES. LAND SURv 1Nrn c/LOC Tass,'PIPEUNE5/ PING[cpS/
710 BUFF/40 STREET. 700. CORPUS CMRTS11. TEXu 1
784
PHONEStull
(361) 881 - 8044 FAX° (361) 881 - 8340
rxw.1r°nberaurvgingmom
Job Number.
1406012 Scale: 1 "= 100'
Field Bete 6/19/2014 Checked by
Field Tech(s). MW/CW/CE Office Tech(s):
RR
CMB
Draw ng We: 7 2 2014 Revised Dote 9 24 2014
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1
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SUBJECT
PROPERTY
gamin .1:
ROAD
RAILROAD
HIGHWAY44
m
MCG10114 ROAD
CORPUS
CHiIS11
AIRPORT
VICWITY MAP
(NOT TO SCALE)
TEXAS MEXICAN RAILWAY
(lar R.O.W.)
20' HIGHWAY FLOW. STATE HIGHWAY44
EASEMENT (FORMERLY STATE HIGHWAY 16)
VOL 265, PG.27 (60' RO.W.)
0.P.RN,C.T.
—40' HIGHWAY R.O.w.
EASEMENT
VOL. 207, PG. 321
OP.RN.C.T.
J N
CENTERLINE
WATER UNE RO.W.
(NO DESCRIBED WIDTH)
VOL 474, PG. 101
D.RN.C.T
RTION OF TRACT THREE
CALLED 11.082 ACRES
VOL 1838. FC. 151
RRN.C.T.
N 66'35'19' E
60 00'
CALLED TRACT 1
DOC. NO. 2003057437
0.P.RN.C.2.
0
z11,
ORIGINAL TRACT LINE
BOCKHOLT ROAD
2
10
d
CENTERED
PIPE UNE R.D.W.
(NO EASEMENT WIOTH)
VOL 622. PG. 234
D.R.N.C.T.
60' APPARENT RO.W.
DOC. NO. 2003057437
0.P.RxcT.
i(7
TRACT TWO
CALLED 5.211 ACRES
VOL 1838. FC. 151
RRNCT.
GC&SF RR CO
A-1005
1PORTION OF TRACT THREE
CALLED 11.082 ACRES
VOL. 1838. FC. 151
D.RN.C.T.
® FOUND TEXAS HIGHWAY
DEPT. R.O.W. MONUMENT
50
50
100
150
200
250
SCALE: 1" = 100 FEET
I HEREBY CERTIFY THAT THIS PLAT SHOWS THE
SUBJECT LOCATION AS SURVEYED ON THE
GROUND.
4?I) 12. /
RODRIC R. REESE
REGISTERED PROFESSIONAL LAND SURVEYOR
REGISTRATION NO. 5883
0. OF T
RODRIC REESE
5883 II
tip �•
'to Su[;t'
FR TIER
SURVEYING COMPANY
SERVICES: LAND SUFNEYING/LDCAiroNS/PW£LINES/AuaPwC/C?5/CIS
710 BUFF D STREET, SUITE 700. CORPUS CHRISTI. 1OG3 78401
PHONE. (361) 881 6044 FAX (361) 861 - 6340
www.fronbersurwprig.com
EXHIBIT B
S 74'51'10' W
61.84'
POINT OF V 1
HRGUWING '
1P1p"1\5
Nr 51t* c3
?fLtl
NOTE:
1. BEARINGS AND DISTANCES ARE BASED ON THE
TEXAS COORDINATE SYSTD1 OF 1983. SOUTH ZONE.
PLAT OF:
BOCKHOLT ROAD CLOSURE
(PAGE 1 OF 2)
A 0.498 ACRE TRACT OF LAND
SITUATED IN THE GC&SF RR CO
SURVEY. ABSTRACT NO. 1005.
IN THE CITY OF CORPUS CHRISTI,
NUECES COUNTY, TEXAS
1
Job Number. 1406012
Scale:
Field Date: 6/19/2014
Checked by:
Field Tech(s): MW/CW/CE
Office Tech(s):
100'
'
RR
CMB
Drawinging Dale 7 2 2014 Revised Date: 9/24/2014
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AGENDA MEMORANDUM
First Reading Ordinance for the City Council Meeting of November 11, 2014
Second Reading Ordinance for the City Council Meeting of November 18, 2014
DATE:
TO:
FROM:
October 21, 2014
Ronald L. Olson, City Manager
Floyd Simpson, Chief of Police
Floyds@cctexas.com
886-2603
Accepting and appropriating the Violence Against Women (VAWA) grant within the Police
Department for Year 15
CAPTION:
Ordinance authorizing the City Manager or designee to execute all documents
necessary to accept a grant from the State of Texas, Criminal Justice Division in the
amount of $44,356.71 for Year 15 of the Violence Against Women (VAWA) Program
within the Police Department with a City match of $20,280.21 and an in-kind match of
$5,520 from the No. 1020 Police General Fund; appropriating the $44,356.71 in the No.
1061 Police Grants Fund for the VAWA grant in the Police Department; and authorizing
the transfer of $20,280.21 from the No. 1020 General Fund to the No. 1061 Police
Grants Fund and appropriating the same for a total project cost of $70,156.92.
PURPOSE:
Year 15 funding is available from the State of Texas, Criminal Justice Division, which provides
funds to projects with the primary mission of providing direct services to victims of crime.
BACKGROUND AND FINDINGS:
The grant continues the Victim Assistance Program that provides assistance to victims and
family members with the goal of lessening the short and long-term trauma experienced as a
direct result of victimization. Victims and their family members are provided with information,
reassurance, and guidance for resolving problems and referrals to other social service
agencies.
The grant covers the salary/ benefits for two Victim Case Managers, equipment, supplies,
training, and mileage. The case managers provide services to victims including information and
referral, criminal justice support and case information, assistance with filing forms for benefits
available through the Crime Victims' Compensation under the Texas Crime Victims
Compensation Act, informing victims of their rights as victims, advocating on victims behalf with
other agencies and within the criminal justice system, and transportation to shelter or to court.
Primary and secondary victims of crime are assisted in an effort to stabilize their lives after
victimization, help victims to understand and participate in the criminal justice system, and
provide victims of crime with a measure of safety and security. The case managers also work
closely through coalitions and with other agencies in an ongoing effort to identify needs and to
improve the quality and continuity of services to victims in the community.
The State provides for the salary/benefits of two Victim Case Managers, equipment, supplies,
training, and mileage. Volunteer hours contribute $5,520 as an in-kind contribution, and the City
contributes $20,280.21 for training, travel, supplies and miscellaneous equipment as the
required 20% match. The funding is not on a declining percentage or ending funding cycle.
This grant period is 9/1/2014 — 8/31/2015.
ALTERNATIVES:
None
OTHER CONSIDERATIONS:
CONFORMITY TO CITY POLICY:
Conforms to all city policies.
EMERGENCY / NON -EMERGENCY:
Non -Emergency
DEPARTMENTAL CLEARANCES:
Finance
Legal
FINANCIAL IMPACT:
X Operating ❑ Revenue
❑ Capital
❑ Not applicable
Fiscal Year: 2014-
2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
Encumbered /
Expended Amount
This item
$20,280.21
$20,280.21
BALANCE
$20,280.21
$20,280.21
Fund(s): Police Grants Fund
Comments:
RECOMMENDATION:
Staff recommends acceptance of the grant application and appropriation of funds.
LIST OF SUPPORTING DOCUMENTS:
Grant award letter
Ordinance
Authorizing the City Manager or designee to execute all documents
necessary to accept a grant from the State of Texas, Criminal Justice
Division in the amount of $44,356.71 for Year 15 of the Violence Against
Women (VAWA) Program within the Police Department with a City match of
$20,280.21 and an in-kind match of $5,520 from the No. 1020 Police General
Fund; appropriating the $44,356.71 in the No. 1061 Police Grants Fund for
the VAWA grant in the Police Department; and authorizing the transfer of
$20,280.21 from the No. 1020 General Fund to the No. 1061 Police Grants
Fund and appropriating the same for a total project cost of $70,156.92.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS:
SECTION 1. The City Manager or designee is authorized to execute all documents
necessary to accept a grant from the State of Texas, Criminal Justice Division in the
amount of $44,356.71 to continue the Violence Against Women Formula Grant (VAWA)
grant within the Police Department for Year 15 with a City match of $20,280.21 and an
in-kind match of $5,520 from the No. 1020 Police General Fund.
SECTION 2. That $44,356.71 grant is appropriated in the No. 1061 Police Grants Fund
to continue the VAWA grant in the Police Department.
SECTION 3. The transfer of $20,280.21 from the No. 1020 General Fund to the No.
1061 Police Grants Fund as grant matching funds is authorized and appropriated for a
total project cost of $70,156.92.
That the foregoing ordinance was read for the first time and passed to its second
reading on this the day of , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
That the foregoing ordinance was read for the second time and passed finally on this
the day of , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the th day of
ATTEST:
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
Office of the Governor Page 1 of 1
Statement of Grant Award (SOCA)
The Statement of Grant Award is your official notice of award from the Governor's Criminal Justice Division (CJD).
The approved budget is reflected in the Budget/Details tab for this record in eGrants. The grantee agrees to comply
with the provisions of the Governor's Criminal Justice Division's rules in Title 1, Part 1, Chapter 3, Texas
Administrative Code in effect on the date the grant is awarded. By clicking on the 'Accept' button within the 'Accept
Award' tab, the grantee accepts the responsibility for the grant project and agrees with the following conditions of
grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the
following Condition(s) of Funding and Other Fund -Specific Requirement(s), if any, cited below:
Grant Number:
Date Awarded:
Program Fund:
CFDA:
Grantee Name:
Project Title:
Grant Period:
Liquidation Date:
Grant Manager:
1517116
October 10, 2014
WF -Violence Against Women Formula Grants
16.588 - Violence Against Women Formula Grants
Corpus Christi, City of
Victim Assistance Program
09:01,'2014 - 08311015
11.29.'2015
Kim Hild
Award Amount:
Grantee Cash Match:
Grantee In Kind Match:
Total Project Cost:
List of Post -Award Conditions of Funding and Other Fund -Specific Requirements
$44,356.71
$20,2802 I
$5,520.00
$70,156.92
https://egrants.governor.state.tx.us/project/awardstatement.aspx?i2=4&i 1-8&gh=CA-4A-... 10/21/2014
Date
Hold
Hold
Li
Condition of Funding : Project Requirement
Created
Date Met
ProjectIte
m
Funds
Funds
EEOP Certification: Effective September 25, 2014 CJD posted revised content
related to Equal Employment Opportunity Plan (EEOP). A Type 1 entity should
review the updated content online in eGrants, and if applicable, download the
10 14.2014
EEOP Certification Form available here. Contact the eGrants help desk at
eGrants@governor.state.tx.us governor.state.tx.us for further assistance.
https://egrants.governor.state.tx.us/project/awardstatement.aspx?i2=4&i 1-8&gh=CA-4A-... 10/21/2014
Run: 10!2212014 at 5:00 AM
Org Description
13490 Corpus Christi Museum
13493 Columbus Ships
13700 Cultural Services
13825 Public art maintenance
13850 CCISD Contract
13870 Graffiti Clean-up Project
14660 Major Memberships
14690 Downtown Management District
14700 Economic Development
15100 Economic Developmnt Incentives
35100 City Ambulance Operations
50010 Uncollectible accounts
60000 Operating Transfers Out
60031 Trans for Sr Communit Service
60035
ransf-Police Grants Csh Match
60040 Transfer to Streets Fund
60130 Transfer to Debt Service
60400 Transfer to Visitor Facilities
60410 Transfer to Stores Fd
60420 Transfer to Maint Services Fd
60470 Transfer to Develpmt Svcs Fund
80000 Reserve Appropriation
80005 Reserve for Accrued Pay
TOTAL ORG
CITY OF CORPUS CHRISTI
SUMMARY OF APPROPRIATIONS At
FOR THE 1 MONTH ENDED Oct
Original Budget
1.370.375.00
131.852.00
163,492.28
22,100.00
50,000.00
271,158.83
100.000.00
150,000.00
283.492.00
2,100.000.00
1,953,460.12
500,000.00
200,000.00
156,076.00
62,000.00
15,017,954.00
237,839.50
180.000.00
300,804.00
1,039,000.00
500,000.00
0.00
4,421,247.15
FUND: 1020 - Genera
Amended Budget
1.370.375.00
131,852.00
163,492.28
22,100.00
50,000.00
271,158.83
100,000.00
160,000.00
283492.00
2.100.000.00
1,953,460.12
500, 000.00
200,000.00
156, 076.00
62,000.00
15,017,954.00
237,839.50
180,000.00
300,804.00
1.039,000.00
500,000.00
(72,308.00)
4,421,247.15
211,710,287.71
212,666,660.72
I, TEXA S
VD EXPENDITURES
ober 31. 2014
1 Fd
Encumbrances/ Unencumbered
Expenditures Commitments Balance
302.285 00
6 976 52
0.00
0.00
0.00
0.00
0.00
0.00
232,872.00
1,267.68
4,328.49
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
545.14
0.00
0.00
916.00
0.00
3,464.46
0.00
0.00
0.00
0.00
49.781 81
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
1,067,544.86
124,875.48
163,492.28
21,184.00
50,000.00
267,694.37
100,000.00
160,000.00
50,620.00
2,098,732.32
1,899,349.82
500,000.00
200,000.00
156,076.00
62,000.00
15,017,954.00
237,839.50
180,000.00
300,804.00
1,039,000.00
500,000.00
(72,308.00)
4,421,247.15
1,668,420.82
2,414,518.69 208,583,721.21
AGENDA MEMORANDUM
First Reading Ordinance for the City Council Meeting of November 11, 2014
Second Reading Ordinance for the City Council Meeting of November 18, 2014
DATE:
TO:
FROM:
October 21, 2014
Ronald L. Olson, City Manager
Floyd Simpson, Chief of Police
Floyds(a�cctexas.com
886-2603
Accepting and appropriating the Victims of Crime Act (VOCA) Outreach Program grant
within the Police Department for Year 2
CAPTION:
Ordinance authorizing the City Manager or designee to execute all documents
necessary to accept a grant from the State of Texas, Criminal Justice Division in the
amount of $68,163.15 for Year 2 of the Victims of Crime Act (VOCA) Outreach Program
within the Police Department with a City match of $13,840.79 and an in-kind match of
$3,200.00 from the No. 1020 Police General Fund; appropriating the $68,163.15 in the
No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department;
and authorizing the transfer of $13,840.79 from the No. 1020 General Fund to the No.
1061 Police Grants Fund and appropriating the same for a total project cost of
$85,203.94.
PURPOSE:
Funding is available from the State of Texas, Criminal Justice Division, which provides funds to
projects with the primary mission of providing direct services to victims of crime.
BACKGROUND AND FINDINGS:
The Victim Assistance Program Community Outreach is Year 2 of a grant designed to assist
victims in stabilizing their lives after victimization. In high crime rate districts, many victims are
resistant to cooperation with law enforcement and the criminal justice system due to the
emotional and physical impact of the crime.
The grant provides funding for a Victim Case Manager to provide community outreach to identify
resistant or reluctant victims of crime and assist victims in understanding and participating in the
criminal justice system. Through public presentations, multi -disciplinary meetings and legal
advocacy, the case manager will provide crisis intervention and follow up services in order to
establish rapport and build resiliency of victims in districts at high risk for violence. A Staff
Assistant will keep accurate and timely records, including information properly entered into
database systems.
The State provides for the salary/benefits of one Victim Case Manager, one Staff Assistant,
equipment, supplies, training, and mileage, volunteer hours contribute in-kind contribution, and
the City contributes for training, travel, supplies and miscellaneous equipment as the required
match. The funding is not on a declining percentage or ending funding cycle. This grant period
is 9/1/2014 — 8/31/2015.
ALTERNATIVES:
None
OTHER CONSIDERATIONS:
CONFORMITY TO CITY POLICY:
Conforms to all city policies.
EMERGENCY / NON -EMERGENCY:
Non -Emergency
DEPARTMENTAL CLEARANCES:
Finance
Legal
FINANCIAL IMPACT:
X Operating ❑ Revenue
❑ Capital
❑ Not applicable
Fiscal Year: 2014-
2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
Encumbered /
Expended Amount
This item
$13,840.79
$13,840.79
BALANCE
$13,840.79
$13,840.79
Fund(s): Police Grants Fund
Comments:
RECOMMENDATION:
Staff recommends acceptance of the grant application and appropriation of funds.
LIST OF SUPPORTING DOCUMENTS:
Grant award letter
Ordinance
Ordinance
Authorizing the City Manager or designee to execute all documents
necessary to accept a grant from the State of Texas, Criminal Justice
Division in the amount of $68,163.15 for Year 2 of the Victims of Crime Act
(VOCA) Outreach Program within the Police Department with a City match
of $13,840.79 and an in-kind match of $3,200.00 from the No. 1020 Police
General Fund; Appropriating the $68,163.15 in the No. 1061 Police Grants
Fund for the VOCA Outreach grant in the Police Department; and
authorizing the transfer of $13,840.79 from the No. 1020 General Fund to
the No. 1061 Police Grants Fund and appropriating the same for a total
project cost of $85,203.94.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS:
SECTION 1. The City Manager or designee is authorized to execute all documents
necessary to accept a grant from the State of Texas, Criminal Justice Division in the
amount of $68,163.15 for Year 2 of the Victims of Crime Act (VOCA) Outreach Program
within the Police Department with a City match of $13,840.79 and an in-kind match of
$3,200.00 from the No. 1020 Police General Fund.
SECTION 2. That $68,163.15 grant is appropriated in the No. 1061 Police Grants Fund
to continue the Victims of Crime Act (VOCA) Outreach Program in the Police
Department.
SECTION 3. The transfer of $13,840.79 from the No. 1020 General Fund to the No.
1061 Police Grants Fund as grant matching funds is authorized and appropriated for a
total project cost of $85,203.94.
That the foregoing ordinance was read for the first time and passed to its second
reading on this the day of , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
That the foregoing ordinance was read for the second time and passed finally on this
the day of , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the th day of
ATTEST:
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
Office of the Governor Page 1 of 1
Statement of Grant Award (SOCA)
The Statement of Grant Award is your official notice of award from the Governor's Criminal Justice Division (CJD).
The approved budget is reflected in the Budget/Details tab for this record in eGrants. The grantee agrees to comply
with the provisions of the Governor's Criminal Justice Division's rules in Title 1, Part 1, Chapter 3, Texas
Administrative Code in effect on the date the grant is awarded. By clicking on the 'Accept' button within the 'Accept
Award' tab, the grantee accepts the responsibility for the grant project and agrees with the following conditions of
grant funding_ The grantee's funds will not be released until the grantee has satisfied the requirements of the
following Condition(s) of Funding and Other Fund -Specific Requirement(s), if any, cited below:
Grant Number:
Date Awarded:
Program Fund:
CFDA:
Grantee Name:
Project Title:
Grant Period:
Liquidation Date:
Grant Manager:
2677102
October 10, 2014
VA -Victims of Crime Act Formula Grant Program
16.575 - Victims of Crime Act Formula Grant Progra
Corpus Christi, City of
Victim Assistance Community Outreach
09.001120I4 - 08..31 2015
11:29.2015
David Villafranca
Award Amount:
Grantee Cash Match:
Grantee In Kind Match:
Total Project Cost:
List of Post -Award Conditions of Funding and Other Fund -Specific Requirements
$68,163.15
$13,840.79
$3,200.00
$85203.94
Condition of Funding : Project Requirement
Date
Created
Date Met
Hold
Project
Funds
Hold
Li
em
Funds
Other Condition of Funding. The grantee authorizes the Office for Victims of
Crime (OVC) or the Office of the Chief Financial Officer (OCFO) and it
representatives, access to and the right to examine all records, books, papers or
documents related to the VOCA grant.
10'x'014
Other Condition of Funding. The grantee must collect and maintain information
on race, sex, national origin, age, and disabilities of recipients, where such
information is voluntarily furnished by those receiving assistance.
102:2014
EEOP Certification: Effective September 25, 2014 CJD posted revised content
related to Equal Employment Opportunity Plan (EEOP). A Type 1 entity should
review the updated content online in eGrants, and if applicable, download the
EEOP Certification Form available here. Contact the eGrants help desk at
eGrants@governor.state.tx.us for further assistance.
10:14.2014
https://egrants.governor.state.tx.us/project/awardstatement.aspx?i2=4&i 1=8&gh=AB-CE-... 10:'21'2014
AGENDA MEMORANDUM
First Reading Ordinance for the City Council Meeting of November 11, 2014
Second Reading Ordinance for the City Council Meeting of November 18, 2014
DATE:
TO:
FROM:
October 21, 2014
Ronald L. Olson, City Manager
Floyd Simpson, Chief of Police
Floyds@cctexas.com
886-2603
Accepting and appropriating the Victims of Crime Act Grant (VOCA) within the Police
Department for Year 15
CAPTION:
Ordinance authorizing the City Manager or designee to execute all documents
necessary to accept a grant from the State of Texas, Criminal Justice Division in the
amount of $77,084.05 to continue the Victims of Crime Act (VOCA) Grant within the
Police Department for Year 15 with a City match of $20,271.01 and an in-kind match of
$4,000 from the No. 1020 Police General Fund; appropriating the $77,084.05 in the No.
1061 Police Grants Fund to continue the VOCA grant in the Police Department; and
authorizing the transfer of $20,271.01 from the No. 1020 General Fund to the No. 1061
Police Grants Fund and appropriating the same as grant matching funds for a total
project cost of $101,355.06.
PURPOSE:
Funding is available from the State of Texas, Criminal Justice Division, which provides funds to
projects with the primary mission of providing direct services to victims of crime.
BACKGROUND AND FINDINGS:
The grant continues support for the Family Violence Unit that utilizes officers and volunteers to
contact family violence victims when a written report is made by a field officer or from a walk-in
to the unit at the Police Department. The grant provides funds for one victim case manager to
contact victims who often fear retaliation and violence when the offender is released following
arrest; contact with an advocate (case manager) can provide information concerning
alternatives, available services, and protective orders to avoid continued violence. The case
manager serves to establish and encourage a working relationship between social agencies and
the Police Department and provides educational opportunities to the community through
speaking engagements, distribution of literature, etc.
The long term goal of the grant is to provide victims of domestic violence and other serious
crimes with crisis intervention, follow up assistance, encourage cooperation with law
enforcement, facilitate utilization of available resources, and assist with immediate and long-
term safety needs.
The State provides $77,084.05 for the salary/benefits of one Victim Case Manager, equipment,
supplies, training, and mileage, volunteer hours contribute in-kind contribution, and the City
contributes $20,271.01 for training, travel, supplies and miscellaneous equipment as the
required match. This grant period is 9/1/2014 — 8/31/2015.
ALTERNATIVES:
None
OTHER CONSIDERATIONS:
CONFORMITY TO CITY POLICY:
Conforms to all city policies.
EMERGENCY / NON -EMERGENCY:
Non -Emergency
DEPARTMENTAL CLEARANCES:
Finance
Legal
FINANCIAL IMPACT:
X Operating ❑ Revenue
❑ Capital
❑ Not applicable
Fiscal Year: 201-
2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
Encumbered /
Expended Amount
This item
$20,271.01
$20,271.01
BALANCE
$20,271.01
$20,271.01
Fund(s): Police Grants Fund
Comments:
RECOMMENDATION:
Staff recommends acceptance of the grant application and appropriation of funds.
LIST OF SUPPORTING DOCUMENTS:
Grant award letter
Ordinance
Authorizing the City Manager or designee to execute all documents
necessary to accept a grant from the State of Texas, Criminal Justice
Division in the amount of $77,084.05 to continue the Victims of Crime Act
(VOCA) grant within the Police Department for Year 15 with a City match of
$20,271.01 and an in-kind match of $4,000 from the No.1020 Police General
Fund; Appropriating the $77,084.05 in the No. 1061 Police Grants Fund to
continue the VOCA grant in the Police Department; and authorizing the
transfer of $20,271.01 from the No. 1020 General Fund to the No. 1061
Police Grants Fund and appropriating the same as grant matching funds
for a total project cost of $101,355.06.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS:
SECTION 1. The City Manager or designee is authorized to execute all documents
necessary to accept a grant from the State of Texas, Criminal Justice Division in the
amount of $77,084.05 to continue the Victims of Crime Act (VOCA) grant within the
Police Department for Year 15 with a City match of $20,271.01 and an in-kind match of
$4,000 from the No.1020 Police General Fund.
SECTION 2. That $77,084.05 grant is appropriated in the No. 1061 Police Grants Fund
to continue the VOCA grant in the Police Department.
SECTION 3. The transfer of $20,271.01 from the No. 1020 General Fund to the No.
1061 Police Grants Fund as grant matching funds is authorized and appropriated for a
total project cost of $101,355.06.
That the foregoing ordinance was read for the first time and passed to its second
reading on this the day of , , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
That the foregoing ordinance was read for the second time and passed finally on this
the day of , , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the th day of
ATTEST:
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
Office of the Governor Page 1 of 1
Statement of Grant Award (SOCA)
The Statement of Grant Award is your official notice of award from the Governor's Criminal Justice Division (CJD).
The approved budget is reflected in the Budget/Details tab for this record in eGrants. The grantee agrees to comply
with the provisions of the Governor's Criminal Justice Division's rules in Title 1, Part 1, Chapter 3, Texas
Administrative Code in effect on the date the grant is awarded. By clicking on the 'Accept' button within the 'Accept
Award' tab, the grantee accepts the responsibility for the grant project and agrees with the following conditions of
grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the
following Condition(s) of Funding and Other Fund -Specific Requirement(s), if any, cited below:
Grant Number:
Date Awarded:
Program Fund:
CFDA:
Grantee Name:
Project Title:
Grant Period:
Liquidation Date:
Grant Manager:
I522315
October 10, 2014
VA -Victims of Crime Act Formula Grant Program
I6.575 - Victims of Crime Act Formula Grant Progra
Corpus Christi, City of
Victims of Crime Act
0910I,2014 - 08:31:2015
11/29/2015
David Viliafranca
Award Amount: $77,084.05
Grantee Cash Match: $20,271.01
Grantee In Kind Match: $4,000.00
Total Project Cost: $10I,355.06
List of Post -Award Conditions of Funding and Other Fund -Specific Requirements
Condition of Funding Project Requirement
ate
Created
Date Met
Hold
Project
Funds
Hold
[tem
Funds
Other Condition of Funding. The grantee authorizes the Office for Victims of
Crime (OVC) or the Office of the Chief Financial Officer (OCFO) and it
representatives, access to and the right to examine all records, books, papers or
documents related to the VOCA grant.
10 2:2014
Other Condition of Funding. The grantee must collect and maintain information
on race, sex, national origin, age, and disabilities of recipients, where such
information is voluntarily furnished by those receiving assistance.
10Z2014
EEOP Certification: Effective September 25, 2014 CJD posted revised content
related to Equal Employment Opportunity Plan (EEOP). A Type 1 entity should
review the updated content online in eGrants, and if applicable, download the
EEOP Certification Form available here. Contact the eGrants help desk at
I0.14/2014
eGrants@governor.state.tx.us for further assistance.
https://egrants.governor.state.tx.us/project/awardstatement.aspx?i2 =4&i1=8&gh=A0-E5-... 1012112014
AGENDA MEMORANDUM
First Reading Ordinance for the City Council Meeting of November 11, 2014
Second Reading Ordinance for the City Council Meeting of November 18, 2014
DATE: October 3, 2014
TO:
FROM:
Ronald L. Olson, City Manager
Annette Rodriguez, Director of Public Health
Annetter@cctexas.com
361-826-7205
Seafood & Aquatic Life Activities grant FY 14-15
Approval of grant award and appropriation of funds
CAPTION:
Ordinance authorizing the City manager or designee to execute all documents
necessary to accept and appropriate a grant of $22,500 from the Texas
Department of State Health Services in the Health Grants Fund No. 1066 to
provide laboratory services for the analysis of bay water samples for the contract
period of September 1, 2014 through August 31, 2015; and to ratify acceptance
of the grant to begin as of September 1, 2014.
PURPOSE:
The Seafood and Aquatic Life Grant allows the Health District Laboratory to test water
surrounding oyster beds to assure oysters are safe for human consumption.
BACKGROUND AND FINDINGS:
The Texas Department of State Health Services (DSHS) has awarded a grant in the
amount of $22,500.00 to provide funding for laboratory services for the analysis of
marine water samples beginning September 1, 2014, through August 31, 2015, for the
purchase of supplies to support the analysis of marine water for the Seafood Safety
Division of DSHS.
ALTERNATIVES:
Discontinue analysis of bay water samples
OTHER CONSIDERATIONS:
None
CONFORMITY TO CITY POLICY:
Council approval required for acceptance of grant and appropriation of grant funds
EMERGENCY 1 NON -EMERGENCY:
Non -emergency
DEPARTMENTAL CLEARANCES:
Corpus Christi-Nueces County Public Health District
Legal
Finance
FINANCIAL IMPACT:
X Operating o Revenue
o Capital
o Not applicable
Fiscal Year: 2014-
2015
Project to Date
Expenditures
(CIP only) Current Year
Future Years
TOTALS
Line Item Budget
Encumbered /
Expended Amount
This item
$22,500
$22,500
BALANCE
$22,500
$22,500
Fund(s).
Comments: No match funding required
RECOMMENDATION:
Staff recommends accepting the grant and appropriating the funds.
LIST OF SUPPORTING DOCUMENTS:
Contract No. 2015-047198-001
Ordinance
Ordinance authorizing the City manager or designee to execute
all documents necessary to accept and appropriate a grant of
$22,500 from the Texas Department of State Health Services in
the Health Grants Fund No. 1066 to provide laboratory services
for the analysis of bay water samples for the contract period
of September 1, 2014, through August 31, 2015; and to ratify
acceptance of the grant to begin as of September 1, 2014.
Be it ordained by the City Council of the City of Corpus Christi, Texas:
Section 1 : The City Manager, or his designee, is authorized to execute all
documents necessary to accept and appropriate a grant in the amount of
$22,500 from the Texas Department of State Health Services in the Health
Grants Fund No. 1066 to provide laboratory services for the analysis of marine
water samples for the contract period of September 1, 2014, through August 31,
2015. (Contract #2015-047198).
Section 2: Further the City Council ratifies acceptance of the grant to begin as of
September 1, 2014. A copy of the executed grant shall be filed in the office of the
City Secretary.
That the foregoing ordinance was read for the first time and passed to its second
reading on this the day of , 2015, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen Mcintyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
That the foregoing ordinance was read for the second time and passed finally on this
the day of , 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen Mcintyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the day of , 2014.
ATTEST:
Rebecca Huerta Nelda Martinez
City Secretary Mayor
DEPARTMENT OF STATE HEALTH SERVICES
This contract, number 2015-047198 (Contract), is entered into by and between the Department
of State Health Services (DSHS or the Department), an agency of the State of Texas, and CITY
OF CORPUS CHRISTI (Contractor), a Government Entity, (collectively, the Parties).
1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide,
services or goods to the eligible populations as described in the Program Attachments.
2. Total Amount of the Contract and Payment Method(s). The total amount of this Contract
is $22,500.00, and the payment method(s) shall be as specified in the Program Attachments.
3. Funding Obligation. This Contract is contingent upon the continued availability of funding.
If funds become unavailable through lack of appropriations, budget cuts, transfer of funds
between programs or health and human services agencies, amendment to the Appropriations Act,
health and human services agency consolidation, or any other disruptions of current appropriated
funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract.
4. Term of the Contract. This Contract begins on 09/01/2014 and ends on 08/31/2015. DSHS
has the option, in its sole discretion, to renew the Contract as provided in each Program
Attachment. DSHS is not responsible for payment under this Contract before both parties have
signed the Contract or before the start date of the Contract, whichever is later.
5. Authority. DSHS enters into this Contract under the authority of Health and Safety Code,
Chapter 1001.
6. Documents Forming Contract. The Contract consists of the following:
a. Core Contract (this document)
b. Program Attachments:
2015-047198-001 SEAFOOD & AQUATIC LIFE
c. General Provisions (Vendor)
d. Solicitation Document(s), N/A
e. Contractor's response(s) to the Solicitation Document(s), N/A
f. Exhibits, N/A
Any changes made to the Contract, whether by edit or attachment, do not form part of the
Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein.
92648-1
7. Conflicting Terms. In the event of conflicting terms among the documents forming this
Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the
General Provisions, then the Solicitation Document, if any, and then Contractor's response to the
Solicitation Document, if any.
8. Payee. The Parties agree that the following payee is entitled to receive payment for services
rendered by Contractor or goods received under this Contract:
Name: CITY OF CORPUS CHRISTI
Address: PO BOX 9277
CORPUS CHRISTI, TX 78469-9277
Vendor Identification Number: 17460005741027
9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of
the Parties and that there are no agreements or understandings, written or oral, between them
with respect to the subject matter of this Contract, other than as set forth in this Contract.
By signing below, the Parties acknowledge that they have read the Contract and agree to its
terms, and that the persons whose signatures appear below have the requisite authority to execute
this Contract on behalf of the named party.
DEPARTMENT OF STATE HEALTH SERVICES CITY OF CORPUS CHRISTI
By: By:
Signature of Authorized Official Signature
Date Date
Kathryn Perkins
Assistant Commissioner for Regulatory
Printed Name and Title
Services Address
1100 WEST 49TH STREET
AUSTIN, TEXAS 78756 City, State, Zip
512.458.7338
kathy.perkins@dshs.state.tx.us
92648-1
Telephone Number
E-mail Address for Official Correspondence
CONTRACT NO. 2015-047198
PROGRAM ATTACHMENT NO.001
PURCHASE ORDER NO.0000409206
CONTRACTOR: CITY OF CORPUS CHRISTI
DSHS PROGRAM: SEAFOOD & AQUATIC LIFE
TERM: 09/01/2014 THRU 08/31/2015
SECTION I. STATEMENT OF WORK:
A. Contractor will provide laboratory services for the analysis of bay water samples collected by the
Department of State Health Services (DSHS). Tests will be performed in a laboratory certified to meet
United States Food and Drug Administration requirements for shellfish waters testing.
B. Contractor will:
1. Provide testing capacity for a minimum of forty 40 laboratory analysis tests of bay water samples per
day for DSHS field offices. The number of laboratory analysis tests of bay water samples required
per year is approximately 800-1500. Peak laboratory needs are from October 15 through May 15;
2. Analyze bay water samples for fecal coliform using the Association of Analytical Chemists (AOAC)
modified A-1 method for Most Probable Number (MPN) using multiple -tube fermentation;
3. Be available for providing analyses a minimum of six days a week, 8:00 am to 5:00 pm;
4. Make results available to DSHS by phone and e-mail within two hours of completion of laboratory
analyses and mail legible, reproducible, laboratory result forms to DSHS at the following address:
Department of State Health Services
Attn: Seafood and Aquatic Life Group
PO Box 149347 MC: 1987
Austin, Texas 78714-9347
5. Be accessible by land and air travel and in a location where delivery services are available which can
guarantee overnight delivery;
6. Be certified by the U.S. Food and Drug Administration or its certifying agency, DSHS, for analysis
of shellfish waters;
7. Meet laboratory proficiency standards as set forth in Laboratory Procedures for the Examination of
Seawater and Shellfish for analysis of shellfish by laboratories that have been cleaned and
autoclaved; and
8. Return bay water sample bottles to the originating DSHS field office in containers supplied by
DSHS, return freight collect, to DSHS.
PROGRAM ATTACHMENT — Page 1
C. Payment under this Contract is subject to availability of funds. If funds become unavailable, DSHS will
immediately notify Contractor in writing. Contractor will be relieved of further performance under this
Contract if and as of the time it is notified in writing that funds are or will be unavailable.
SECTION II. PERFORMANCE MEASURES:
DSHS will monitor the Contractor's compliance with and performance of the requirements in Section I(B).
SECTION III. SOLICITATION DOCUMENT:
Exempt -Governmental Entity.
SECTION IV. RENEWALS:
NONE
SECTION V. PAYMENT METHOD:
Fee for Service
SECTION VI. BILLING INSTRUCTIONS:
Contractor will submit a State of Texas Purchase Voucher (Form B-13) monthly, for services performed each
month to:
Department of State Health Services
Claims Processing Unit MC: 1940
PO Box 149347
Austin, Texas 78714-9347
Contractor may submit the State of Texas Purchase Voucher (Form B-13) via facsimile at (512) 458-7442 or e-
mail at mailto:invoices@dshs.state.tx.us.
Form B-13 will include the total number of laboratory tests performed for which results are reported.
Compensation for tests will be based on the bidder's test fee schedule for the test.
SECTION VII. BUDGET:
DSHS will pay Contractor an amount of $35.00 for each completed and satisfactorily performed fecal coliform
test.
Total payments will not exceed $22,500.00.
SOURCE OF FUNDS: State
SECTION VIII. SPECIAL PROVISIONS: N/A
PROGRAM ATTACHMENT — Page 2
FISCAL YEAR 2015
DEPARTMENT OF STATE HEALTH SERVICES (DSHS)
CORE VENDOR CONTRACT GENERAL PROVISIONS
ARTICLE I CONTRACT COMPONENTS AND ORDER OF PRECEDENCE 4
SECTION 1.01 COMPLIANCE WITH STATUTES AND RULES 4
SECTION 1.02 ORDER OF PRECEDENCE. 4
ARTICLE II COMPLIANCE AND REPORTING 4
SECTION 2.01 COMPLIANCE 4
SECTION 2.02 PRECEDENCE OF CONTRACT TERMS 4
SECTION 2.03 EFFECT OF LEGISLATIVE CHANGES. 4
SECTION 2.04 COMPLIANCE WITH REQUIREMENTS OF SOLICITATION DOCUMENT 4
SECTION 2.05 REPORTING 4
SECTION 2.06 APPLICABLE CONTRACTS LAW AND VENUE FOR DISPUTES 4
SECTION 2.07 STATUTES AND STANDARDS OF GENERAL APPLICABILITY 5
SECTION 2.08 APPLICABILITY OF GENERAL PROVISIONS TO INTERAGENCY AND
INTERLOCAL CONTRACTS 6
SECTION 2.09 CIVIL RIGHTS POLICY AND COMPLAINTS. 7
SECTION 2.10 LICENSES, CERTIFICATIONS, PERMITS, REGISTRATIONS AND APPROVALS. 7
SECTION 2.11 FUNDING OBLIGATION 7
SECTION 2.12 WHISTLEBLOWER ACT PROTECTION 7
SECTION 2.13 FEDERAL ASSISTANCE IDENTIFICATION NUMBER 8
ARTICLE III SERVICES 8
SECTION 3.01 EDUCATION TO PERSONS IN RESIDENTIAL FACILITIES 8
SECTION 3.02 DISASTER SERVICES 8
SECTION 3.03 CONSENT TO MEDICAL CARE OF A MINOR 8
SECTION 3.04 TELEMEDICINE MEDICAL SERVICES 8
SECTION 3.05 SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY 9
ARTICLE IV FUNDING 9
SECTION 4.01 DEBT TO STATE AND CORPORATE STATUS 9
SECTION 4.02 APPLICATION OF PAYMENT DUE 9
ARTICLE V PAYMENT METHODS AND RESTRICTIONS 9
SECTION 5.01 PAYMENT METHODS. 9
SECTION 5.02 BILLING SUBMISSION. 10
SECTION 5.03 FINAL BILLINGSUBMISSION 10
SECTION 5.04 THIRD PARTY PAYORS 10
SECTION 5.05 FINANCIAL STATUS REPORTS 10
ARTICLE VI TERMS AND CONDITIONS OF PAYMENT 11
SECTION 6.01 PROMPT PAYMENT. 11
SECTION 6.02 PAYMENT BY DEPARTMENT 11
SECTION 6.03 WITHHOLDING PAYMENTS 11
ARTICLE VII CONFIDENTIALITY 11
SECTION 7.01 MAINTENANCE OF CONFIDENTIALITY 11
SECTION 7.02 DEPARTMENT ACCESS TO PHI AND OTHER CONFIDENTIAL INFORMATION 11
SECTION 7.03 EXCHANGE OF CLIENT -IDENTIFYING INFORMATION 11
SECTION 7.04 SECURITY OF PATIENT OR CLIENT RECORDS 12
SECTION 7.05 HIV/AIDS MODEL WORKPLACE GUIDELINES 122
ARTICLE VIII REQUIRED DISCLOSURES 12
SECTION 8.01 TEXAS PUBLIC INFORMATION ACT 12
General Provisions (Core Vendor June 27, 2014)
1
ARTICLE IX RECORDS RETENTION 12
SECTION 9.01 RETENTION 12
ARTICLE X ACCESS AND INSPECTION AND AUDIT OF RECORDS 13
SECTION 10.01 ACCESS 13
SECTION 10.02 STATE AUDITOR'S OFFICE. 13
SECTION 10.03 RESPONDING TO DEFICIENCIES 13
ARTICLE XI REPORTING REQUIREMENTS 13
SECTION 11.01 CHILD ABUSE REPORTING REQUIREMENT 13
SECTION 11.02 SIGNIFICANT INCIDENTS 14
SECTION 11.03 LITIGATION. 14
SECTION 11.04 CONTRACT OR LICENSE ACTION AGAINST THE CONTRACTOR 14
SECTION 11.05 INSOLVENCY 14
SECTION 11.06 PERFORMANCE MALFEASANCE 15
SECTION 11.07 CRIMINAL ACTIVITY AND DISCIPLINARY ACTION 15
SECTION 11.08 RETALIATION PROHIBITED 15
SECTION 11.09 DOCUMENTATION 15
ARTICLE XII ASSURANCES AND CERTIFICATIONS 15
SECTION 12.01 CERTIFICATION 15
SECTION 12.02 CHILD SUPPORT DELINQUENCIES 16
SECTION 12.03 AUTHORIZATION 16
SECTION 12.04 GIFTS AND BENEFITS PROHIBITED 16
SECTION 12.05 INELIGIBILITY TO RECEIVE THE CONTRACT 17
SECTION 12.06 ANTITRUST 17
ARTICLE XIII GENERAL BUSINESS OPERATIONS OF CONTRACTOR 17
SECTION 13.01 PROGRAM SITE 17
SECTION 13.02 HISTORICALLY UNDERUTILIZED BUSINESSES (HUBS) 17
SECTION 13.03 BUY TEXAS 17
SECTION 13.04 STATUS OF SUBCONTRACTORS 17
SECTION 13.05 INDEPENDENT CONTRACTOR 18
SECTION 13.06 AUTHORITY TO BIND 18
SECTION 13.07 TAX LIABILITY 18
SECTION 13.08 NOTICE OF ORGANIZATIONAL CHANGE 18
SECTION 13.09 No ENDORSEMENT 18
ARTICLE XIV GENERAL TERMS 18
SECTION 14.01 ASSIGNMENT. 18
SECTION 14.02 LOBBYING 19
SECTION 14.03 CONFLICT OF INTEREST. 19
SECTION 14.04 TRANSACTIONS BETWEEN RELATED PARTIES 19
SECTION 14.05 INTELLECTUAL PROPERTY 20
SECTION 14.06 OTHER INTANGIBLE PROPERTY 21
SECTION 14.07 SEVERABILITY AND AMBIGUITY 21
SECTION 14.08 LEGAL NOTICE 21
SECTION 14.09 SUCCESSORS. 21
SECTION 14.10 HEADINGS 21
SECTION 14.11 PARTIES 21
SECTION 14.12 SURVIVABILITY OF TERMS 21
SECTION 14.13 CUSTOMER SERVICE INFORMATION 21
SECTION 14.14 AMENDMENT. 21
SECTION 14.15 CONTRACTOR'S NOTIFICATION OF CHANGE TO CERTAIN CONTRACT PROVISIONS 22
SECTION 14.16 UNILATERAL AMENDMENT 22
SECTION 14.17 IMMUNITY NOT WAIVED 22
SECTION 14.18 HOLD HARMLESS AND INDEMNIFICATION 22
SECTION 14.19 WAIVER. 22
SECTION 14.20 ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND
SECURITY STANDARDS 22
SECTION 14.21 FORCE MAJEURE 24
SECTION 14.22 INTERIM CONTRACTS 24
General Provisions (Core Vendor June 27, 2014)
2
SECTION 14.23 COOPERATION AND COMMUNICATION 24
ARTICLE XV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE 24
SECTION 15.01 ACTIONS CONSTITUTING BREACH OF CONTRACT 24
SECTION 15.02 GENERAL REMEDIES AND SANCTIONS 25
SECTION 15.03 NOTICE OF REMEDIES OR SANCTIONS 26
SECTION 15.04 EMERGENCY ACTION 26
ARTICLE XVI CLAIMS AGAINST THE DEPARTMENT 27
SECTION 16.01 BREACH OF CONTRACT CLAIM. 27
SECTION 16.02 NOTICE 27
SECTION 16.03 SOLE REMEDY 27
SECTION 16.04 CONDITION PRECEDENT TO SUIT. 27
SECTION 16.05 PERFORMANCE NOT SUSPENDED. 27
ARTICLE XVII TERMINATION AND TEMPORARY SUSPENSION 27
SECTION 17.01 EXPIRATION OF CONTRACTOR PROGRAM ATTACHMENT 27
SECTION 17.02 EFFECT OF TERMINATION OR EXPIRATION 27
SECTION 17.03 TERMINATION OR TEMPORARY SUSPENSION WITHOUT CAUSE ERROR! BOOKMARK NOT DEFINED.
SECTION 17.04 IMMEDIATE TERMINATION 28
SECTION 17.05 EMERGENCY ACTION TERMINATION 28
SECTION 17.06 TERMINATION FOR CAUSE 28
SECTION 17.07 NOTICE OF TERMINATION 29
ARTICLE XVIII VOID, SUSPENDED, AND TERMINATED CONTRACTS 29
SECTION 18.01 VOID CONTRACTS. 29
SECTION 18.02 EFFECT OF VOID, SUSPENDED, OR INVOLUNTARILY TERMINATED CONTRACT 29
SECTION 18.03 APPEALS RIGHTS FOR DSHS FUNDED BLOCK GRANTS 29
ARTICLE XIX CLOSEOUT 30
SECTION 19.01 CESSATION OF SERVICES AT CLOSEOUT 30
SECTION 19.02 ADMINISTRATIVE OFFSET 30
SECTION 19.03 DEADLINE FOR CLOSEOUT 30
SECTION 19.04 PAYMENT OF REFUNDS 30
SECTION 19.05 DISALLOWANCES AND ADJUSTMENTS. 30
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3
Section 1.01
documents:
ARTICLE I CONTRACT COMPONENTS
Contract Components. As used in herein, the "Contract" consists of the following
a. The Core Contract and its Program Attachment(s) or statements of work, including all attachments,
addenda or amendments;
b. These General Provisions;
c. The solicitation document, including all attachments, addenda or amendments; and
the response, proposal or application submitted by Contractor in response to the solicitation document.
Section 1.02 Order of Precedence. To the extent that there is any conflict between the terms of any
contract component document, the conflict shall be resolved in the above order of priority in Section 1.01.
ARTICLE II COMPLIANCE AND REPORTING
Section 2.01 Compliance. Contractor shall comply and shall require its subcontractor(s) to comply with
the requirements of these general provisions and all other applicable state and federal statutes, regulations, rules
and executive orders, as such statutes, regulations, rules and executive orders including as such statutes,
regulations, rules and executive orders may be amended.
Section 2.02 Precedence of Contract Terms. To the extent this Contract imposes a higher standard or
additional requirements beyond those required by applicable statutes, regulations, rules or executive orders, the
terms of this Contract shall take precedence and control.
Section 2.03 Effect of Legislative Changes. Contractor agrees that upon notification from DSHS
Contractor shall comply with the any changes that terms DSHS is required to include in its contracts that are a
result of legislation during the term of this Contract.
Section 2.04 Compliance with Requirements of Solicitation Document. If applicable and except as
specified in these General Provisions or the contract's terms, the Contractor shall comply with the requirements,
eligibility conditions, assurances, certifications and program requirements of the Solicitation Document for the
duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon
Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in
Contractor's response to the Solicitation Document constitutes a breach of this Contract and may result in
termination.
Section 2.05 Reporting. Contractor shall submit reports in accordance with the reporting requirements
established by the Department and provided for in the contract. Contractor shall also provide any other
information requested by the Department in the format required by DSHS. Failure to submit any required report
or additional requested information by the due date specified in the contract or upon request may constitute a
breach of contract and result in delayed payment and/or the imposition of sanctions and remedies. And failure to
comply with a reporting requirement may adversely affect evaluation of Contractor's ability to contract in the
future with the Depal linent.
Section 2.06 Applicable Contracts Law and Venue for Disputes. Except as provided for in Article
XV, all issues related to this contract, including formation, performance and interpretation that may arise in any
dispute between the Parties shall be governed by and construed in accordance with the laws of the State of
Texas and venue shall be Travis County, Texas.
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4
Section 2.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing
and complying with all applicable statutes, rules, regulations, executive orders and policies. To the extent
applicable to Contractor, Contractor shall comply with the following:
The following statutes, rules, regulations, and DSHS policy (and any of their subsequent amendments) that collectively
prohibit discrimination, exclusion from or limitation of participation in programs, benefits or activities or denial of any
aid, care, service or other benefit on the basis of race, color, national origin, limited English proficiency, sex, sexual
orientation (where applicable), disabilities, age, substance abuse, political belief or religion: 1) Title VI of the Civil
Rights Act of 1964, 42 USC §§ 2000d et seq.; 2) Title IX of the Education Amendments of 1972, 20 USC §§ 1681-
1683, and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973, 29 USC § 794(a); 4) the Americans with
Disabilities Act of 1990, 42 USC §§ 12101 et seq.; 5) Age Discrimination Act of 1975, 42 USC §§ 6101-6107; 6)
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, 42 USC § 290dd
(b)(1); 7) 45 CFR Parts 80, 84, 86 and 91; 8) U.S. Department of Labor, Equal Employment Opportunity E.O. 11246; 9)
Tex. Labor Code Chapter 21; 10) Food Stamp Act of 1977 (7 USC §§ 200 et seq.); 11) Executive Order 13279, 45 CFR
Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; (12) Drug Abuse Office
and Treatment Act of 1972, 21 USC §§ 1101 et seq., relating to drug abuse; (13) Public Health Service Act of 1912, §§
523 and 527, 42 USC § 290dd-2, and 42 CFR pt. 2, relating to confidentiality of alcohol and drug abuse patient records;
(14) Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq., relating to nondiscrimination in housing; and
(15) DSHS Policy AA -5018, Non-discrimination Policy for DSHS Programs;
Immigration Reform and Control Act of 1986, 8 USC § 1324a, and Immigration Act of 1990, 8 USC 1101 et seq., as
amended by Public Law113-4 (March 7, 2013), regarding employment verification; and Illegal Immigration Reform and
Immigrant Responsibility Act of 1996;
Pro -Children Act of 1994, 20 USC §§ 6081-6084, and the Pro -Children Act of 2001, 20 USC § 7183, regarding the non-
use of all tobacco products;
National Research Service Award Act of 1971, 42 USC §§ 289a-1 et seq., and 6601 (P.L. 93-348 and P.L. 103-43),
regarding human subjects involved in research;
Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-26, which limits the political activity of employees whose
employment is funded with federal funds;
Fair Labor Standards Act, 29 USC §§ 201 et seq., and the Intergovernmental Personnel Act of 1970, 42 USC §§ 4701 et
seq., as applicable, concerning minimum wage and maximum hours;
Texas Government Code Chapter 469, pertaining to eliminating architectural barriers for persons with disabilities;
Texas Workers' Compensation Act, Texas Labor Code Chapters 401-406, and 28 Texas Administrative Code (TAC) pt.
2, regarding compensation for employees' injuries;
The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation and certification
of clinical laboratories;
The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens, 29 CFR § 1910.1030, or
Title 25 Tex. Admin Code Chapter 96 regarding safety standards for handling blood borne pathogens;
Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of laboratory animals;
Environmental standards pursuant to the following: 1) Institution of environmental quality control measures under the
National Environmental Policy Act of 1969, 42 USC §§ 4321-4347 and Executive Order 11514 (35 Fed. Reg. 4247),
General Provisions (Core Vendor June 27, 2014)
5
"Protection and Enhancement of Environmental Quality;" 2) Notification of violating facilities pursuant to Executive
Order 11738 (40 CFR Part 32), "Providing for Administration of the Clean Air Act and the Federal Water Pollution
Control Act with respect to Federal Contracts, Grants, or Loans;" 3) Protection of wetlands pursuant to Executive Order
11990, 42 Fed. Reg. 26961; 4) Evaluation of flood hazards in floodplains in accordance with Executive Order 11988, 42
Fed. Reg. 26951 and, if applicable, flood insurance purchase requirements of Section 102(a) of the Flood Disaster
Protection Act of 1973 (P.L. 93-234); 5) Assurance of project consistency with the approved State Management program
developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6) Federal Water Pollution
Control Act, 33 USC §§ 1251 et seq.; 7) Protection of underground sources of drinking water under the Safe Drinking
Water Act of 1974, 42 USC §§ 300f -300j; 8) Protection of endangered species under the Endangered Species Act of
1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean
Air Act of 1955, 42 USC §§ 7401 et seq.; 10) Wild and Scenic Rivers Act of 1968, 16 USC §§ 1271 et seq., related to
protecting certain rivers system; and 11) Lead -Based Paint Poisoning Prevention Act, 42 USC §§ 4822 et seq.,
prohibiting the use of lead-based paint in residential construction or rehabilitation;
Intergovernmental Personnel Act of 1970, 42 USC §§ 4278-4763, regarding personnel merit systems for programs
specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel
Administration, 5 CFR Part1200 et seq;
Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646),
42 USC § §4601 et seq, relating to fair treatment of persons displaced or whose property is acquired as a result of Federal
or federally -assisted programs;
Davis -Bacon Act, 40 USC §§ 276a to 276a-7; the Copeland Act, 40 USC §§ 276c and 18 USC § 874; and the Contract
Work Hours and Safety Standards Act, 40 USC §§ 327-333, regarding labor standards for federally -assisted construction
subagreements;
National Historic Preservation Act of 1966, § 106, 16 USC § 470; Executive Order 11593; and the Archaeological and
Historic Preservation Act of 1974 (16 USC §§ 469a-1 et seq.) regarding historic property to the extent necessary to assist
DSHS in complying with the Acts;
Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104);
Executive Order, Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, if required by a
federal funding source of this Contract;
Whistleblower Protection Enhancement Act (5 U.S.C. 2302(b)(8)) and Texas Whistleblower Act (Tex. Gov. Code
Chapter 554); and
Requirements of any other applicable state and federal statutes, executive orders, regulations, rules and policies.
If this Contract is funded by a federal grant or cooperative agreement, additional state or federal requirements found in
the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a
copy of any applicable Notice of Grant Award from the contract manager assigned to the Contract.
Section 2.08 Applicability of General Provisions to Interagency and Interlocal Contracts. DSHS
has the authority to enter into:
a. Interagency Cooperation Contracts (Texas Government Code Chapter 771) with state agencies
and institutions of higher education; and
b. Interlocal Cooperation Contracts (Texas Government Code Chapter 79) with local governmental
entities.
The following sections or portions of sections of these General Provisions shall not apply to interagency or interlocal
General Provisions (Core Vendor June 27, 2014)
6
contracts:
Hold Harmless and Indemnification, Section 14.18;
Independent Contractor, Section 13.05 ,
Historically Underutilized Businesses (HUBs), Section 13.02 (Contractor, however, shall comply with HUB
requirements of other statutes and rules specifically applicable to that entity;
Debt to State and Corporate Status, Section 4.01;
Application of Payment Due, Section 4.02; and
Article XVI, Claims against the Department.
The following additional provisions shall apply to Interlocal Cooperation Contracts:
a. Payments made by DSHS to Contractor shall be from current revenues available to DSHS; and
b. Each Party represents that it has been authorized to enter into this Contract.
Section 2.09 Civil Rights Policy and Complaints. Upon request, Contactor shall provide the Health
and Human Services Commission (HHSC) Civil Rights Office with copies of all Contractor's civil rights
policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints
received relating to performance under this Contract no more than ten calendar days after Contractor's receipt of
the claim. Notice must be directed to:
Civil Rights Office
Health and Human Services Commission
701 W. 51st Street, Mail Code W206
Austin, Texas 78751
(888) 388-6332 or 512-438-4313
TTY Toll-free (877) 432-7232
HHSCivilRightsOffice@hhsc.state.tx.us
Section 2.10 Licenses, Certifications, Permits, Registrations and Approvals. Contractor shall obtain
and maintain all applicable licenses, certifications, permits, registrations and approvals to conduct its business
and to perform the services under this Contract. Failure to obtain or any revocation, surrender, expiration, non-
renewal, inactivation or suspension of any such license, certification, permit, registration or approval constitutes
grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall
ensure that all its employees, staff and volunteers obtain and maintain in active status all licenses, certifications,
permits, registrations and approvals required to perform their duties under this Contract and shall prohibit any
person who does not hold a current, active required license, certification, permit, registration or approval from
performing services under this Contract.
Section 2.11 Funding Obligation. This Contract is contingent upon the availability of funding. If funds
become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and
human services agencies, amendment of the Appropriations Act, health and human services agency consolidation, or
any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce or terminate
funding under this Contract. Notice of any restriction or reduction shall include instructions and detailed information
on how DSHS shall fund the services and/or goods to be procured with the restricted or reduced funds.
Section 2.12 Whistleblower Act Protection. This Contract is required to include the whistleblower act
protections to grantees, their subgrantees and subcontractors, and contractor must inform their employees of
whistleblowers' rights and remedies. The requirement is in effect for all grants, contracts, subgrants, and
subcontractors issued beginning July 1, 2013 through January 1, 2017.
Section 2.13 Federal Assistance Identification Number. This Contract is required to include the Federal
Assistance Identification Number (FAIN) on each subaward under a Federal award to enable reporting of
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7
expenditures according to the FAIN for improved accuracy. As a term and condition of the award, Federal agencies
must require that all recipients document the assigned FAIN on each subaward under the Federal award.
ARTICLE III SERVICES
Section 3.01 Education to Persons in Residential Facilities. If applicable, Contractor shall ensure that
all persons, who are housed in Department -licensed and/or -funded residential facilities and are 22 years of age
or younger, have access to educational services as required by Texas Education Code § 29.012. Contractor shall
notify the local education agency or local early intervention program as prescribed by this Section not later than
the third calendar day after the date a person who is 22 years of age or younger is placed in Contractor's
residential facility.
Section 3.02 Disaster Services. In the event of a local, state, or federal emergency, including natural,
man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a
federal disaster by the appropriate federal official, Contractor may be called upon to assist DSHS in providing
services, as appropriate, in the following areas:
a. Community evacuation;
b. Health and medical assistance;
c. Assessment of health and medical needs;
d.Health surveillance;
e. Medical care personnel;
f. Health and medical equipment and supplies;
g. Patient evacuation;
h.In-hospital care and hospital facility status;
i. Food, drug and medical device safety;
j. Worker health and safety;
k. Mental health and substance abuse;
1. Public health information;
m. Vector control and veterinary services; and
n. Victim identification and mortuary services.
Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency, be
cost-effective, and be least intrusive on Contractor's primary services.
Section 3.03 Consent to Medical Care of a Minor. If Contractor provides medical, dental,
psychological or surgical treatment to a minor under this Contract, either directly or through contracts with
subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is
obtained pursuant to Texas Family Code Chapter 32, relating to consent to treatment of a child by a non -parent
or the child or pursuant to other state law. If requirements of federal law relating to consent directly conflict
with this Chapter, then federal law supersedes state law.
Section 3.04 Telemedicine Medical Services. Contractor shall ensure that if Contractor or its
subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written
procedures and using a protocol approved by Contractor's medical director and using equipment that complies
with the equipment standards as required by the Department. Procedures for providing_telemedicine service
must include the following requirements:
a. Clinical oversight by Contractor's medical director or designated physician responsible for medical
leadership;
b. Contraindication considerations for telemedicine use;
c. Qualified staff members to ensure the safety of the individual being served by telemedicine at the remote
General Provisions (Core Vendor June 27, 2014)
8
site;
d. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws;
e. Use by credentialed licensed providers providing clinical care within the scope of their licenses;
f. Demonstrated competency in the operations of the system by all staff members who are involved in the
operation of the system and provision of the services prior to initiating the protocol;
g. Priority in scheduling the system for clinical care of individuals;
h. Quality oversight and monitoring of satisfaction of the individuals served; and
i. Management of information and documentation for telemedicine services that ensures timely access to
accurate information between the two sites. Telemedicine Medical Services does not include chemical
dependency treatment services provided by electronic means under 25 TAC Rule § 448.911.
Section 3.05 Services and Information for Persons with Limited English Proficiency. Contractor
shall take reasonable steps to provide services and information both orally and in writing, in appropriate
languages other than English, to ensure that persons with limited English proficiency are effectively informed
and can have meaningful access to programs, benefits and activities.
Contractor shall identify and document on the client records the primary language/dialect of a client who has
limited English proficiency and the need for translation or interpretation services and shall not require a client to
provide or pay for the services of a translator or interpreter. Contractor shall make every effort to avoid use of
any persons under the age of 18 or any family member or friend of the client as an interpreter for essential
communications with a client with limited English proficiency unless the client has requested that person and
using the person would not compromise the effectiveness of services or violate the client's confidentiality and
the client is advised that a free interpreter is available.
ARTICLE IV FUNDING
Section 4.01 Debt to State and Corporate Status. Pursuant to Texas Government Code § 403.055, the
Department shall not approve and Texas Comptroller of Public Accounts shall not issue payment to Contractor
if Contractor is indebted to the State for any reason, including a tax delinquency.
Contractor, if a corporation, certifies by execution of this Contract that it is current and shall remain current in
its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under
Texas law (Texas Tax Code §§ 171.001 et seq.). As a corporation, this Contractor further certifies that it is and
shall remain in good standing with the Secretary of State's office.
A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax
payments become delinquent during the Contract term, all or part of the payments under this Contract may be
withheld until Contractor's delinquent franchise tax is paid in full.
Section 4.02 Application of Payment Due. Contractor agrees that any payments due under this
Contract shall be applied towards any debt of Contractor, including but not limited to delinquent taxes and child
support that is owed to the State of Texas.
ARTICLE V PAYMENT METHODS AND RESTRICTIONS
Section 5.01 Payment Methods. Except as otherwise provided by the provisions of this Contract, the
payment method for each Contract shall be unit rate/fee for service. This payment method is based on a fixed
price or a specified rate or fee for delivery of a specified unit of service, as stated in the Contract and acceptable
submission of all required documentation, reports, forms and/or deliverables.
Section 5.02 Billing Submission. Contractors shall bill the Department in accordance with the Contract
in the form and format prescribed by DSHS. Unless otherwise specified in the Contract or permitted under the
General Provisions (Core Vendor June 27, 2014)
9
Third Party Payors section of this Article, Contractor shall submit requests for payment monthly by the last
business day of the month following the end of the month covered by the bill. Contractor shall maintain all
documentation that substantiates billing submissions and make the documentation available to DSHS upon
request.
Section 5.03 Final Billing Submission. Unless otherwise provided by the Department, Contractor shall
submit a reimbursement or payment request as a final close-out bill not later than 45 calendar days following the
end of the term of the Contract for goods received and services provided by the Contractor. If necessary to meet
this deadline, Contractor may submit reimbursement or payment requests by facsimile transmission.
Reimbursement or payment requests received in DSHS's offices more than 45 calendar days following the end
of the applicable term shall not be paid. Consideration of requests for an exception shall be made on a case-by-
case basis, subject to the availability of funding, and only for an extenuating circumstance, such as a catastrophic
event, natural disaster or criminal activity that substantially interferes with normal business operations or causes
damage or destruction of a place of business and/or records. A written statement describing the extenuating
circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS
Accounting Section.
Section 5.04 Third Party Payors. A third party payor is any person or entity who has the legal
responsibility for paying for all or part of the services provided, including commercial health or liability insurance
carriers, Medicaid, or other federal, state, local and private funding sources.
Except as provided in this Contract, Contractor shall screen all clients and shall not bill the Department for services
eligible for reimbursement from third party payors.
Contractor shall:
a. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved
services authorized under this Contract that may be covered by those programs and bill those programs for
the covered services;
b. Provide assistance to individuals to enroll in such programs when the screening process indicates
possible eligibility for such programs;
c. Allow clients that are otherwise eligible for Department services, but cannot pay a deductible required
by a third party payor, to receive services up to the amount of the deductible and to bill the Department for
the deductible;
d. Not bill the Department for any services eligible for third party reimbursement until all appeals to third
party payors have been exhausted, in which case the 30 -day requirement in the Billing Submission section
shall be extended until all such appeals have been exhausted;
e. Maintain appropriate documentation from the third party payor reflecting attempts to obtain
reimbursement;
f. Bill all third party payors for services provided under this Contract before submitting any request for
reimbursement to Depai Intent; and
g. Provide third party billing functions at no cost to the client.
Section 5.05 Financial Status Reports (FSRs). Except as otherwise provided in these General
Provisions or in the terms of Contracts, if a contract has a categorical budget, Contractor shall submit quarterly
FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the
Contract term for Department review and financial assessment. Contractor shall submit the final FSR no later
than 45 calendar days following the end of the Contract term.
General Provisions (Core Vendor June 27, 2014)
10
ARTICLE VI TERMS AND CONDITIONS OF PAYMENT
Section 6.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this Contract,
Department shall pay Contractor. Payments are contingent upon a signed Contract and shall not exceed the total
amount of authorized funds under this Contract. Contractor is entitled to payment only if the service, work,
and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If
those conditions are met, Department shall make payment in accordance with the Texas Prompt Payment Act,
Texas Government Code Chapter 2251. Contractor shall also certify that it shall comply with the provisions in
this Chapter regarding its prompt payment obligations to its subcontractors.
Section 6.02 Payment by Department. Payment of invoices by the Department shall not constitute
acceptance or approval of Contractor's performance nor foreclose the right of the Department and HHSC to
recover excessive or illegal payments. All invoices and Contractor's performance are subject to review and audit
by the Department.
Section 6.03 Withholding Payments. Department may withhold all or part of any payments to
Contractor to offset overpayments that Contractor has not refunded to Della' liuent. Depai lnient may take
repayment from funds due to the Contractor for services performed or goods delivered in amounts necessary to
fulfill Contractor's repayment obligations.
ARTICLE VH CONFIDENTIALITY
Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality
of information and records received during or related to the performance of this Contract, including patient and
client records that contain protected health information (PHI) and any other information that discloses
confidential personal information or identifies any client served by DSHS in accordance with applicable federal
and state law, rules and regulations, including but not limited to:
a. 7 Code of Federal Regulations (CFR) Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164 (Health
Insurance Portability and Accountability Act [HIPAA]);
b. Texas Health and Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181, 241, 245, 251, 534, 576,
577, 596, 611 and 773; and
c. Texas Occupations Code, Chapters 56 and 159 and
d. Any other applicable federal and state laws, rules or regulations.
Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall
cooperate with Department to allow Depai tinent to request, collect and receive PHI and other confidential
information under this Contract, without the consent of the individual to whom the PHI relates, for funding,
payment and administration of the grant program and for purposes permitted under applicable state and federal
confidentiality and privacy laws.
Section 7.03 Exchange of Client -Identifying Information. Except as prohibited by other law,
Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR §
164.504(e)(3)(i)(B), Texas Health and Safety Code § 533.009 and 25 TAC Chapter 414, Subchapter A or any
other applicable federal or state laws, rules or regulations.
Contractor shall disclose information described in Texas Health and Safety Code § 614.017(a)(2) relating to
special needs offenders, to an agency described in Texas Health and Safety Code § 614.017(c) upon request of
that agency, unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part
164 or other applicable law.
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11
Section 7.04 Security of Patient or Client Records. Contractor shall ensure that patient and client
records are managed in compliance with state and federal law relating to security and retention of medical or
mental health and substance abuse patient and client records. Department may require Contractor to transfer
original or copies of patient and client records to Depaitment, without the consent or authorization of the patient
or client, upon termination of this Contract or a Contract to this Contract, as applicable, or if the care and
treatment of the individual patient or client is transferred to another entity. Prior to providing services funded
under this Contract to a patient or client, Contractor shall attempt to obtain consent from the patient or client to
transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or
a Contract to this Contract, as applicable or if care or treatment is transferred to another DSHS-funded
contractor.
Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care, services, or
programs, Contractor shall implement Department's policies based on the HIV/AIDS (human immunodeficiency
virus/acquired immunodeficiency syndrome), AIDS Model Workplace Guidelines for Businesses, State
Agencies and State Contractors Policy No. 090.021. Contractor shall also educate employees and clients
concerning HIV and its related conditions, including AIDS, in accordance with the Texas. Health & Safety Code
§§ 85.112-114. A link to the Model Workplace Guidelines can be found at:
http://www.dshs.state.tx.us/hivstd/policy/policies.shtm .
ARTICLE VIII REQUIRED DISCLOSURES
Section 8.01 Texas Public Information Act. Notwithstanding any provision herein to the contrary, the
Contractor understands that DSHS shall comply with the Texas Public Information Act, Texas Government
Code Chapter 552, as interpreted by judicial opinions and the opinions and open records decisions of the Office
of the Attorney General.
If the Contractor is not a state agency, institution of higher education or other governmental entity, then the
Contractor is required to make any information created or exchanged with the state pursuant to a contract, which
is not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is
accessible by the public at no additional charge to the state.
ARTICLE IX RECORDS RETENTION
Section 9.01 Retention. Contractor shall retain and preserve records in accordance with applicable state
and federal statutes, rules and regulations. At a minimum, Contractor shall maintain all records, including but
not limited to financial that are generated or collected by Contractor under the provisions of this Contract for a
period of four years after the termination of this Contract.
If services are funded through Medicaid, the federal retention period, if more than four (4) years, shall apply.
Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the
litigation has ended or all questions pertaining to the audit are resolved.
Contractor shall retain medical records in accordance with 22 TAC § 165.1(b) or other applicable statutes, rules and
regulations governing medical information.
Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases
business operations, it shall ensure that records relating to this Contract are securely stored and are accessible by the
Department upon Department's request for at least four years from the date Contractor ceases business or from the
date this Contract terminates, whichever is sooner.
General Provisions (Core Vendor June 27, 2014)
12
Contractor shall provide, and update as necessary, the name and address of the party responsible for storage of records
to the contract manager assigned to this Contract.
ARTICLE X ACCESS, INSPECTION AND AUDIT OF RECORDS
Section 10.01 Access and Inspection. In addition to any right of access arising by operation of law,
Contractor and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the
Department or any of its duly authorized representatives, as well as duly authorized federal, state or local
authorities, including the Comptroller General of the United States, the Office of the Inspector General at HHSC
(OIG) and the State Auditor's Office (SAO) or any of their successor agencies, unrestricted access to and the
right to examine any site where business is conducted or client services are performed, and all records, which
includes but is not limited to financial, client and patient records, books, papers or documents related to this
Contract. If deemed necessary by the Depaitment or the OIG, for the purpose of investigation or hearing,
Contractor shall produce original documents related to this Contract. The Department and HHSC shall have the
right to audit billings both before and after payment, and all documentation that substantiates the billings.
Contractor shall make available to the Department information collected, assembled or maintained by Contractor
relative to this Contract for the Department to respond to requests that it receives under the Public Information
Act. Contractor shall include this provision concerning the right of access to, and examination of, sites and
information related to this Contract in any subcontract it awards.
Section 10.02 State Auditor's Office. Contractor shall, upon request, make all records, books, papers,
documents, or recordings related to this Contract available for inspection, audit, or reproduction during normal
business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds
under this Contract acts as acceptance of the authority of the SAO, or any successor agency, to conduct an audit
or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor
in the conduct of the audit or investigation, including providing all records requested, and providing access to
any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds
shall apply to Contract funds disbursed by Contractor to its subcontractors, and_Contractor shall include this
provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract
Contractor awards.
Section 10.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon
examination of Contractor's records or during an inspection of Contractor's site shall be conveyed in writing to
Contractor. Contractor shall submit, by the date prescribed by DSHS, a resolution to the deficiency identified in
a site inspection, program review or management or financial audit to the satisfaction of DSHS or, if directed by
DSHS, a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either an
inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the
Breach of Contract and Remedies for Non -Compliance Article of these General Provisions.
ARTICLE XI REPORTING REQUIREMENTS
Section 11.01 Child Abuse Reporting Requirement. This section applies to mental health and substance
abuse contractors and contractors for the following public health programs:
a. Human Immunodeficiency Virus/Sexually Transmitted Diseases (HIV/STD);
b. Family Planning (Titles V, X and XX);
c. Primary Health Care;
d. Maternal and Child Health; and
e. Women, Infants and Children (WIC) Nutrition Services.
All Contractors shall comply with child abuse reporting guidelines and requirements in Texas Family Code Chapter
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261 relating to investigations of reports of child abuse and neglect.
Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's
Child Abuse Screening, Documenting, and Reporting Policy for Contractors/Providers and train all staff on
reporting requirements.
Contractor shall use the DSHS Child Abuse Reporting Form located at www.dshs.state.tx.us/childabusereporting
as required by the Department. Contractor shall retain reporting documentation on site and make it available for
inspection by DSHS.
This section is in addition to and does not supersede any other legal obligation of the Contractor to report child
abuse.
Section 11.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall
report to the contract manager assigned to the Contract significant incidents involving substantial disruption of
Contractor's program operation or affecting or potentially affecting the health, safety or welfare of Department -
funded clients or participants within 72 hours of discovery.
Section 11.03 Litigation. Contractor shall notify the contract manager assigned to the Contract of
litigation related to or affecting this Contract and to which Contractor is a party within seven calendar days of
becoming aware of such a proceeding. This includes, but is not limited to an action, suit or proceeding before
any court or governmental body, which includes but is not limited to environmental and civil rights matters,
professional liability and employee litigation. Notification must include the names of the parties, nature of the
litigation and remedy sought, including amount of damages, if any.
Section 11.04 Contract or License Action Against the Contractor. Contractor shall notify the contract
manager assigned to the contract if Contractor has had a contract suspended or terminated for cause by any
local, state or federal depal tment or agency or nonprofit entity within three working days of the suspension or
termination. Such notification must include the:
a. Reason for such action;
b. Name and contact information of the local, state or federal department or agency or entity;
c. Date of the contract;
d. Date of suspension or termination; and
e. Contract or case reference number.
If Contractor has surrendered its license or has had its license suspended or revoked by any local, state or
federal department or agency or non-profit entity, it shall disclose this information within three working days of
the surrender, suspension or revocation to the contract manager assigned to the Contract by submitting a one-
page description that includes the:
a. Reason for such action;
b. Name and contact information of the local, state or federal department or agency or entity;
c. Date of the license action; and
d. License or case reference number.
Section 11.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the
Contract of Contractor's insolvency, incapacity or outstanding unpaid obligations to the Internal Revenue
Service (IRS) or Texas Workforce Commission (TWC) within three working days of the date of determination
that Contractor is insolvent or incapacitated or the date Contractor discovered an unpaid obligation to the IRS or
TWC. The Contractor shall also notify in writing the contract manager assigned of its plan to seek bankruptcy
protection within three working days of such action by Contractor.
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14
Section 11.06 Performance Malfeasance. Contractor shall report to the contract manager assigned to the
Contract any knowledge of debarment, suspected fraud or unlawful activity related to performance under this
Contract. Contractor shall make such report no later than three working days from the date that Contractor has
knowledge or reason to believe such activity has taken place. Additionally, if this Contract is federally funded
by the Department of Health and Human Services (HHS), Contractor shall report any credible evidence that a
principal, employee, subcontractor or agent of Contractor, or any other person, has submitted a false claim under
the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of
interest, bribery, gratuity, or similar misconduct involving those funds. Contractor shall make this report to the
SAO at http://sao.fraud.state.tx.us, and to the HHS Office of Inspector General at
http://www.oig.hhs.gov/fraud/hotline/ no later than three working days from the date that Contractor has
knowledge or reason to believe such activity has taken place.
Section 11.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an
ownership or controlling interest in the organization or who is an agent or managing employee of the
organization has been placed on community supervision, received deferred adjudication, is presently indicted for
or has been convicted of a criminal offense related to any financial matter, federal or state program or felony sex
crime.
Contractor shall notify in writing the contract manager assigned to the Contract if it has reason to believe
Contractor, or a person with ownership or controlling interest in the organization or who is an agent or managing
employee of the organization, an employee or volunteer of Contractor, or a subcontractor providing services
under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a
Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or
federal regulatory authority, or has been placed on community supervision, received deferred adjudication, or
been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or
state program or felony sex crime.
Contractor shall make the reports required by this section no later than three working days from the date that
Contractor has knowledge or reason to believe such activity has taken place.
Contractor shall not permit any person who engaged, or was alleged to have engaged, in any activity subject to
reporting under this section to perform direct client services or have direct contact with clients, unless otherwise
directed by DSHS.
Section 11.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a
violation of, or cooperates with an investigation regarding, any applicable law, rule, regulation or standard to the
Department, another state agency, or any federal, state or local law enforcement official.
Section 11.09 Documentation. Contractor shall maintain appropriate documentation of all notices and
reporting to DSHS as required under these General Provisions.
ARTICLE XII ASSURANCES AND CERTIFICATIONS
Section 12.01 Certification. Contractor certifies by execution of this Contract to the following:
It is not disqualified under 2 CFR § 376.935 or ineligible for participation in federal or state assistance programs;
Neither it, nor its principals, are presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance
with 2 CFR Parts 376 and 180 (parts A -I), 45 CFR Part 76 (or comparable federal regulations);
It has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency;
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15
It is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt;
It is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with
Contractor;
That no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of
Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,
Medicaid, or a federal block grant;
Neither it, nor its principals have within the three year period preceding this Contract, has been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a private or public (federal, state or local) transaction or contract under a private or
public transaction, violation of federal or state antitrust statutes (including those proscribing price-fixing between
competitors, allocation of customers between competitors and bid -rigging), or commission of embezzlement, theft,
forgery, bribery, falsification or destruction of records, making false statements or false claims, tax evasion, obstruction
of justice, receiving stolen property or any other offense indicating a lack of business integrity or business honesty that
seriously and directly affects the present responsibility of Contactor or its principals;
Neither it, nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity
(federal, state or local) with the commission of any of the offenses enumerated in subsection g) of this section; and
Neither it, nor its principals within a three (3) -year period preceding this Contract has had one or more public transaction
(federal, state or local) terminated for cause or default.
Contractor shall include the certifications in this Article in all subcontracts. Contractor shall only make
modifications as necessary to make them applicable to the subcontractor.
Where Contractor is unable to certify to any of the statements in this Article, Contractor shall submit an
explanation to the contract manager assigned to the Contract. Also, if Contractor's status with respect to the
items certified in this Article changes during the term of this Contract, Contractor shall immediately notify the
contract manager assigned to the Contract.
Section 12.02 Child Support Delinquencies. As required by Texas Family Code § 231.006, a child
support obligor who is more than 30 calendar days delinquent in paying child support and a business entity in
which the obligor is a sole proprietor, partner, shareholder or owner with an ownership interest of at least 25% is
not eligible to receive payments from state funds under a contract to provide property materials, or services or
receive a state -funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive payments
under this Contract, certifies that it is not ineligible to receive the payments specified in this Contract and
acknowledges that this Contract may be terminated and payment may be withheld if this certification is
inaccurate.
Section 12.03 Authorization. Contractor certifies that it possesses legal authority to contract for the
services described in this Contract and if applicable, a resolution, motion or similar action has been duly adopted
or passed as an official act of Contractor's governing body, authorizing the binding of the organization under
this Contract including all understandings and assurances contained in this Contract, and directing and
authorizing the person identified as the authorized representative of Contractor to act in connection with this
Contract and to provide such additional information as may be required.
Section 12.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to give,
nor intends to give at any time hereafter, any economic opportunity, present or future employment, gift, loan,
gratuity, special discount, trip, favor, service or anything of monetary value to a DSHS or HHSC official or
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employee in connection with this Contract.
Section 12.05 Ineligibility to Receive the Contract.
a. Pursuant to Texas Government Code § 2155.004 and federal law, Contractor is ineligible to receive this
Contract if this Contract includes financial participation by a person who received compensation from
DSHS to participate in developing, drafting or preparing the specifications, requirements, statement of
work or Solicitation Document on which this Contract is based. Contractor certifies that neither
Contractor nor its employees nor anyone acting for Contractor has received compensation from DSHS
for participation in the developing, drafting or preparation of specifications, requirements or statements
of work for this Contract or in the Solicitation Document associated with this Contract.
b. Pursuant to Texas Government Code §§ 2155.006 and 2261.053, Contractor is ineligible to receive this
Contract, if Contractor or any person who would have financial participation in this Contract has been
convicted of violating federal law or been assessed a federal civil or administrative penalty, in
connection with a contract awarded by the federal government for relief, recovery or reconstruction
efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24, 2005.
c. Contractor certifies that the individual or business entity named in this Contract is not ineligible to
receive the specified Contract under Texas Government Code §§ 2155.004, 2155.006 or 2261.053 and
acknowledges that this Contract may be terminated and payment withheld if these certifications are
inaccurate.
Section 12.06 Antitrust. Pursuant to 15 USC Sec. 1, et seq., and Texas Business & Commerce Code §
15.01, et seq. Contractor certifies that neither Contractor nor anyone acting for Contractor has violated the
antitrust laws of this state or federal antitrust laws nor communicated directly or indirectly regarding a bid made
to any competitor or any other person engaged in Contractor's line of business for the purpose of substantially
lessening competition in such line of business.
ARTICLE XIII GENERAL BUSINESS OPERATIONS OF CONTRACTOR
Section 13.01 Program Site. Contractor shall provide services only in locations that are in compliance
with all applicable local, state and federal zoning, building, health, fire and safety standards.
Section 13.02 Historically Underutilized Businesses (HUBs). If Contractor was not required to submit a
HUB subcontracting plan and if subcontracting is permitted under this Contract, Contractor is encouraged to
make a good faith effort to consider subcontracting with HUBs in accordance with Texas Government Code
Chapter 2161 and 34 TAC § 20.14 et seq. Contractors may obtain a list of HUBS at
http://www.window.state.tx.us/procurement/prog/hub. If Contractor has filed a HUB subcontracting plan, the
plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor
must obtain prior approval of the revised plan from the Department's HUB Coordinator before proposed
changes shall be effective under this Contract.
Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and
shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for
the prior month's activity, if there was any such activity in accordance with 34 TAC § 20.16(c).
Section 13.03 Buy Texas. Contractor shall purchase products and materials produced in Texas when the
products and materials are available at a price and time comparable to products and materials produced outside
of Texas as required by Texas Government Code § 2155.4441.
Section 13.04 Status of Subcontractors. Contractor shall require that all subcontractors certify that they
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are/have:
a. In good standing with all state and federal funding and regulatory agencies;
b. Not currently debarred, suspended or otherwise excluded from participation in federal grant programs;
c. Not delinquent on any repayment agreements;
d. Not had a required license or certification revoked;
e. Not ineligible under the following sections of these General Provisions: Ineligibility to Receive the
Contract (Assurances and Certifications Article) or the Conflict of Interest or Transactions Between
Related Parties sections (General Terms Article); and
f. Not had a contract terminated by the Department.
Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the
past three years any license issued by the Department.
No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor.
Section 13.05 Independent Contractor. Contractor is an independent contractor. Contractor shall direct
and be responsible for the performance of its employees, subcontractors, joint venture participants or agents.
Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For
purposes of this Contract, Contractor acknowledges that its employees, subcontractors, joint venture participants
or agents shall not be eligible for unemployment compensation from the Department or the State of Texas.
Section 13.06 Authority to Bind. The person or persons signing this Contract on behalf of Contractor, or
representing themselves as signing this Contract on behalf of Contractor, warrant(s) and guarantee(s) that they
have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind
Contractor to all of its terms.
Section 13.07 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely
responsible for filing all required state and federal tax forms and making all tax payments. If the Depai lnient
discovers that Contractor has a liability or has failed to remain current on a delinquent liability to the IRS, this
Contract shall be subject to remedies and sanctions under this Contract, including immediate termination at the
Department's discretion. If the Contract is terminated under this section, the Department shall not enter into a
contract with Contractor for three years from the date of termination.
Section 13.08 Notice of Organizational Change. Contractor shall submit written notice to the contract
manager assigned to the Contract within 10 business days of any change to Contractor's name; contact
information; key personnel; organizational structure, such as merger, acquisition or change in form of business;
legal standing; or authority to do business in Texas.
A change in Contractor's name and certain changes in organizational structure require an amendment to this
Contract in accordance with the Amendments section of these General Provisions.
Section 13.09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS,
Contractor and its subcontractors are prohibited from publicizing the contractual relationship between
Contractor and DSHS and from using the Department's name, logo or website link in any manner that is
intended or that could be perceived as an endorsement or sponsorship by DSHS or the State of Texas of
Contractor's organization, program, services or product, without the express written consent of DSHS.
ARTICLE XIV GENERAL TERMS
Section 14.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in part, in
this Contract without the prior written consent of the Department.
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Section 14.02 Lobbying. Contractor shall comply with Texas Government Code § 556.0055, which
prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further,
Contractor shall not use funds paid under this Contract, either directly or indirectly, to support the enactment,
repeal, modification, or adoption of any law, regulation or policy at any level of government, or to pay the salary
or expenses of any person related to any activity designed to influence legislation, regulation, policy or
appropriations pending before Congress or the state legislature, or for influencing or attempting to influence an
officer or employee of any federal or state agency, a member of Congress, an officer or employee of Congress,
or an employee of a member of Congress in connection with the awarding of any contract or the extension,
continuation, renewal, amendment, or modification of any contract (31 USC § 1352).
If at any time this Contract exceeds $100,000 of federal funds, Contractor shall file with the contract manager
assigned to the Contract a declaration containing the name of any registrant under the Lobbying Disclosure Act
of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a certification
that none of the funds provided by Department have been or shall be used for payment to lobbyists, and
disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement.
Contractor shall file the declaration, certification, and disclosure:
a. At the time of application for this Contract;
b. Upon execution of this Contract unless Contractor previously filed a declaration, certification, or
disclosure form in connection with the award; and
c. At the end of each calendar quarter in which any event occurs that materially affects the accuracy of the
information contained in any declaration, certification, or disclosure previously filed. Contractor shall
require any person who requests or receives a subcontract to file the same declaration, certification, and
disclosure with the contract manager assigned to the Contract. Contractor shall include this provision
in any subcontracts.
Section 14.03 Conflict of Interest. Contractor represents to the Department that it and its subcontractors,
if any, do not have, nor shall Contractor or its subcontractors knowingly acquire or retain, any financial or other
interest that would conflict in any manner with the performance of their obligations under this Contract.
Potential conflicts of interest include, but are not limited to, an existing or potential business or personal
relationship between Contractor (or subcontractor), its principal (or a member of the principal's immediate
family) or any affiliate or subcontractor and Department or HHSC, their commissioners, officers or employees,
or any other entity or person involved in any way in any project that is the subject of this Contract.
Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using
their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of
interest or personal gain.
If, at any time during the term of this Contract, Contractor or any of its subcontractors has a conflict of interest
or potential conflict of interest, Contractor shall disclose the actual or potential conflict of interest to the contract
manager assigned to the Contract within 10 days of when Contractor becomes aware of the existence of the
actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor
any conflict of interest or potential conflict of interest the subcontractor has or may have within 10 days of when
the subcontractor becomes aware of the actual or potential conflict of interest.
Section 14.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any
transaction between Contractor and a related party that is part of the work that the Department is purchasing
under this Contract before entering into the transaction or immediately upon discovery. A related party is a
person or entity related to Contractor by blood or marriage, common ownership or any association that permits
either to significantly influence or direct the actions or policies of the other. Contractor, for purposes of
reporting transactions between related parties, includes the entity contracting with the Department under this
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19
Contract as well as the chief executive officer, chief financial officer and program director of Contractor.
Contractor shall submit to the contract manager assigned to the Contract the name, address and telephone
number of the related party, how the party is related to Contractor and the work the related party shall perform
under this Contract.
Contractor shall comply with Texas Government Code Chapter 573.
Contractor shall maintain records and supply any additional information requested by the Department, regarding
a transaction between related parties, needed to enable the Department to determine the appropriateness of the
transaction pursuant to applicable state or federal law, regulations or circulars, which may include
45 CFR § 74.42.
Section 14.05 Intellectual Property. Texas Health and Safety Code § 12.020 authorizes DSHS to protect
intellectual property developed as a result of this Contract. "Intellectual property" is created property that may
be protected under copyright, patent, or trademark/service mark law.
For purposes of this Contract, intellectual property prepared for DSHS use, or a work specially ordered or commissioned
through a contract for DSHS use is a "work made for hire." DSHS owns works made for hire unless it agrees otherwise
by contract. To the extent that title and interest to any such work may not, by operation of law, vest in DSHS, or such
work may not be considered a work made for hire, Contractor irrevocably assigns the rights, title and interest therein to
DSHS. DSHS has the right to obtain and hold in its name any and all patents, copyrights, registrations or other such
protections as may be appropriate to the subject matter, and any extensions and renewals thereof. Contractor shall give
DSHS and the State of Texas, as well as any person designated by DSHS and the State of Texas, all assistance required
to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods
provided or services rendered under this Contract.
If federal funds are used to finance activities supported by this Contract that result in the production of intellectual
property, the federal awarding agency reserves a royalty -free, nonexclusive, and irrevocable license to reproduce,
publish, or otherwise use, and to authorize others to use, for federal government purposes:
(1) the copyright in any intellectual property developed under this Contract including any subcontract; and
(2) any rights of copyright to which a Contractor purchases ownership with contract funds. Contractor shall place an
acknowledgment of federal awarding agency grant support and a disclaimer, as appropriate, on any publication written
or published with such support and, if feasible, on any publication reporting the results of or describing a grant -supported
activity.
An acknowledgment must be to the effect that "This publication was made possible by grant number from
(federal awarding agency)" or "The project described was supported by grant number from (federal awarding
agency)" and "Its contents are solely the responsibility of the authors and do not necessarily represent the official views
of the (federal awarding agency)."
If the terms of a federal grant award the copyright to Contractor, DSHS reserves a royalty -free, nonexclusive, worldwide
and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for DSHS, public health,
and state governmental noncommercial purposes:
a. The copyright, trademark, service mark, and/or patent on an invention, discovery, or improvement to any
process, machine, manufacture, or composition of matter; products; technology; scientific information; trade
secrets; and computer software, in any work developed under a grant, subgrant, or contract under a grant or
subgrant; and
b. Any rights of copyright, service or trademarks or patents to which a grantee, subgrantee or a Contractor
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20
purchases ownership with contract funds
If the results of the contract performance are subject to copyright law, Contractor cannot publish those results without
prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager
assigned to the Contract.
Section 14.06 Other Intangible Property. At the conclusion of the contractual relationship between
Department and Contractor, for any reason, Department shall have the sole ownership rights and interest in all
non -copyrightable intangible property that was developed, produced or obtained by Contractor as a specific
requirement under this Contract or under any grant that funds this Contract, such as domain names, URLs or
software licenses with a value of $500 or more. Contractor shall cooperate with Department and perform all
actions necessary to transfer ownership of such property to the Depailment or its designee, or otherwise affirm
Department's ownership rights and interest in such property. This provision shall survive the termination or
expiration of this Contract.
Section 14.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or
invalid, the illegal or invalid provision shall be deemed stricken and deleted to the same extent and effect as if
never incorporated, but all other provisions shall continue. The Parties represent and agree that the language
contained in this Contract is to be construed as jointly drafted, proposed and accepted.
Section 14.08 Legal Notice. Any notice required or permitted to be given by the provisions of this
Contract shall be deemed to have been received by a Party on the third business day after the date on which it
was mailed to the Party at the address specified by the Party to the other Party in writing or, if sent by certified
mail, on the date of receipt.
Section 14.09 Successors. This Contract shall be binding upon the Parties and their successors and
assignees, except as expressly provided in this Contract.
Section 14.10 Headings. The articles and section headings used in this Contract are for convenience of
reference only and will not be construed in any way to define, limit or describe the scope or intent of any
provisions.
Section 14.11 Parties. The Parties represent to each other that they are entities fully familiar with
transactions of the kind reflected by the contract documents, and are capable of understanding the terminology
and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract.
Section 14.12 Survivability of Terms. Termination or expiration of this Contract or a Contract for any
reason shall not release either party from any liabilities or obligations in this Contract that:
a. The parties have expressly agreed shall survive any such termination or expiration;
b. Remain to be performed; or
c. By their nature would be intended to be applicable following any such termination or expiration.
Section 14.13 Customer Service Information. If requested, Contractor shall supply such information as
required by the Department to comply with the provisions of Texas Government Code Chapter 2114 regarding
Customer Service surveys.
Section 14.14 Amendment. All amendments to this Contract must be in writing and agreed to by both
Parties, except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions
section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article.
Contractor's request for amendments must be submitted in writing, including a justification for the request, to
the contract manager assigned to the Program Attachment; and if an amendment is requested during the last
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21
quarter of the Contract or Program Attachment term, as applicable, Contractor's written justification must
include a reason for the delay in making the request. Except as otherwise provided in this Article, Contractor
shall not perform or produce, and DSHS shall not pay for the performance or production of, different or
additional goods, services, work or products except pursuant to an amendment of this Contract that is executed
in compliance with this section; and DSHS shall not waive any term, covenant, or condition of this Contract
unless by amendment or otherwise in compliance with this section.
Section 14.15 Contractor's Notification of Change to Certain Contract Provisions. The following
changes may be made to this Contract without a written amendment or the Department's prior approval:
a. Contractor's contact person and contact information; and
b. Contact information for key personnel, as stated in Contractor's response to the Solicitation
Document or resulting contract, if any.
Contractor within ten calendar days shall notify in writing the contract manager assigned to the Contract of any change
enumerated in this section.
Section 14.16 Unilateral Amendment. The Department reserves the right to amend this Contract through
execution of a unilateral amendment signed by the contract manager for this Contract and provided to the
Contractor with ten days' notice prior to execution of the amendment under the following circumstances to:
a. Correct an obvious clerical error in this Contract;
b. Incorporate new or revised federal or state laws, regulations, rules or policies; and
c. Change the name of the Contractor in order to reflect the Contractor's name as recorded
by the Texas Secretary of State.
Section 14.17 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION
OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT
OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT
DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW.
Section 14.18 Hold Harmless and Indemnification. Contractor, as an independent contractor, agrees to
hold Department, the State of Texas, individual state employees and officers, and the federal government
harmless and to indemnify them from any and all liability, suits, claims, losses, damages and judgments, and to
pay all costs, fees, and damages to the extent that such costs, fees, and damages arise from performance or
nonperformance of Contractor, its employees, subcontractors, joint venture participants or agents under this
Contract.
Section 14.19 Waiver. Acceptance by either Party of partial performance or failure to complain of any
action, non -action or default under this Contract shall not constitute a waiver of either party's rights under this
Contract.
Section 14.20 Electronic and Information Resources Accessibility and Security Standards.
This section applies if the Contract requires the Contractor to procure or develop Electronic and Information Resources
(EIR) for DSHS or to change any of DSHS' EIR. This section also applies if the Contract requires the Contractor to
perform a service or supply goods that include EIR that:
a. DSHS employees are required to use or permitted access to; or
b. Members of the public are required to use or permitted access to. This section does not apply to incidental
uses of EIR in the performance of a contract, unless the parties agree that the EIR shall become property of
the state or shall be used by DSHS clients after completion of the Contract.
General Provisions (Core Vendor June 27, 2014)
22
Nothing in this section is intended to prescribe the use of particular designs or technologies or to prevent the use of
alternative technologies, provided they result in substantially equivalent or greater access to and use of a product/service.
Definitions.
a. "Accessibility Standards" means the Electronic and Information Resources Accessibility Standards in
1 TAC Chapter 213, and the Web Site Accessibility Standards/Specifications in 1 TAC Chapter 206.
b. "Electronic and Information Resources" means information resources, including information resources
technologies, and any equipment or interconnected system of equipment that is used in the creation,
conversion, duplication, or delivery of data or information. The term includes, but is not limited to,
telephones and other telecommunications products, information kiosks, transaction machines, Internet
websites, multimedia resources, and office equipment, including copy machines and fax machines.
c. "Products" means information resources technologies that are or are related to EIR.
Accessibility Requirements. Under Texas Government Code Chapter 2054, Subchapter M, and implementing rules of
the Department of Information Resources (DIR), DSHS must procure Products that comply with the Accessibility
Standards when such Products are available in the commercial marketplace or when such Products are developed in
response to a procurement solicitation. Accordingly, Contractor shall provide electronic and information resources and
associated Product documentation and technical support that comply with the Accessibility Standards.
Evaluation, Testing and Monitoring. DSHS may review, test, evaluate and monitor Contractor's Products and associated
documentation and technical support for compliance with the Accessibility Standards. Review, testing, evaluation and
monitoring may be conducted before and after the award of a contract. Testing and monitoring may include user
acceptance testing. Neither:
a. The review, testing (including acceptance testing), evaluation or monitoring of any Product; nor
b. The absence of such review, testing, evaluation or monitoring, shall result in a waiver of the State's right to
contest the Contractor's assertion of compliance with the Accessibility Standards. Contractor shall cooperate fully and
provide DSHS and its representatives timely access to Products, records, and other items and information needed to
conduct such review, evaluation, testing and monitoring.
Representations and Warranties. Contractor represents and warrants that
a. As of the effective date of the Contract, the Products and associated documentation and technical support
comply with the Accessibility Standards as they exist at the time of entering the Contract, unless and to the extent the
Parties otherwise expressly agree in writing; and
b. If the Products shall be in the custody of the state or a DSHS client after the Contract expiration or termination,
the Products shall continue to comply with such Accessibility Standards after the expiration or termination of the
Contract term, unless DSHS and/or client, as applicable, uses the Products in a manner that renders it noncompliant.
In the event Contractor should have known, becomes aware, or is notified that the Product and associated documentation
and technical support do not comply with the Accessibility Standards, Contractor represents and warrants that it shall, in
a timely manner and at no cost to DSHS, perform all necessary steps to satisfy the Accessibility Standards, including but
not limited to remediation, replacement, and upgrading of the Product, or providing a suitable substitute.
Contractor acknowledges and agrees that these representations and warranties are essential inducements on which DSHS
relies in awarding this Contract. Contractor's representations and warranties under this subsection shall survive the
termination or expiration of the Contract and shall remain in full force and effect throughout the useful life of the
Product.
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23
Remedies. Pursuant to Texas Government Code §2054.465, neither Contractor nor any other person has cause of action
against DSHS for a claim of a failure to comply with Texas Government Code Chapter 2054, Subchapter M, and rules of
the DIR. In the event of a breach of Contractor's representations and warranties, Contractor shall be liable for direct and
consequential damages and any other remedies to which DSHS may be entitled. This remedy is cumulative of any and
all other remedies to which DSHS may be entitled under this Contract and other applicable law.
Section 14.21 Force Majeure. Neither Party shall be liable for any failure or delay in performing all or
some of its obligations, as applicable, under this Contract if such failure or delay is due to any cause beyond the
reasonable control of such Party, including, but not limited to, extraordinarily severe weather, strikes, natural
disasters, fire, civil disturbance, epidemic, war, court order or acts of God. The existence of any such cause of
delay or failure shall extend the period of performance in the exercise of reasonable diligence until after the
cause of the delay or failure no longer exists and, if applicable, for any reasonable period of time thereafter
required to resume performance. A Party, within a period of time reasonable under the circumstances, must
inform the other party as soon as practicable. This Party must also submit written notice with proof of receipt of
the existence of a force majeure event or otherwise waive the right as a defense to non-performance.
Section 14.22 Interim Contracts. The Parties agree that the Contract Program Attachments shall
automatically continue as an "Interim Contract" beyond the expiration date of the term of the Contract or
Program Attachment(s), as applicable, under the following circumstances:
a. On or shortly prior to the expiration date of the Contract or Program Attachment, as applicable, if there
is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract
or program staff managing the Contract to complete in a timely manner the extension, renewal or other
standard contract process for the Contract or Program Attachment; and
b. DSHS makes this determination in its sole discretion that an Interim Contract is appropriate under the
circumstances. DSHS shall notify Contractor promptly in writing if such a determination is made. The
notice shall specify whether DSHS is extending the Contract for additional time for Contractor to
perform or complete the previously contracted goods and services (with no new or additional funding)
or is purchasing additional goods and services as described in the Program Attachment for the term of
the Interim Contract, or both. The notice shall include billing instructions and detailed information on
how DSHS shall fund the goods or services to be procured during the Interim Contract term. The
Interim Contract shall terminate 30 days after the disaster declaration is terminated unless the Parties
agree to a shorter period of time.
Section 14.23 Cooperation and Communication. Contractor shall cooperate with Department staff and
as applicable, other DSHS contractors and shall promptly comply with requests from DSHS for information or
responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract.
ARTICLE XV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE
Section 15.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of
contract include, but are not limited to, the following:
Failure to properly provide the services and/or goods purchased under this Contract;
Failure to comply with any provision of this Contract including failure to comply with all applicable statutes,
rules or regulations;
Failure to pay refunds or penalties owed to the Department;
Failure to comply with a repayment agreement with Department or agreed order issued by the Department;
Discovery of a material misrepresentation in any aspect of Contractor's application or response to the
Solicitation Document;
Any misrepresentation in the assurances and certifications in Contractor's application or response to the
General Provisions (Core Vendor June 27, 2014)
24
Solicitation Document or in this Contract; or
Contractor is on or is added to the Excluded Parties List System (EPLS).
Section 15.02 General Remedies and Sanctions. The remedies and sanctions in this section are available
to the Department against Contractor and any entity that subcontracts with Contractor for provision of services
or goods. HHSC OIG may investigate, audit and impose or recommend imposition of remedies or sanctions to
Department for any breach of this Contract. The Department may impose one or more remedies or sanctions for
each item of noncompliance and shall determine remedies or sanctions on a case-by-case basis If Contractor
breaches this Contract by failing to comply with one or more of the terms of this Contract, including but not
limited to compliance with applicable statutes, rules or regulations, the Department may take one or more of the
following actions:
a. Terminate this Contract by informing the Contractor of the termination no less than 30 calendar days
before the effective date of the termination in a notice of termination, except for circumstances that
require immediate termination as described in the Immediate Termination section of this Article.
The notice of termination shall state the effective date of the termination, the reasons for the
termination, and, if applicable, alert Contractor of the opportunity to request a hearing on the
termination pursuant to Texas Government Code Chapter 2105 regarding administration of Block
Grants. Contractor shall not make any claim for payment for services provided from the effective
date of termination;
b. Suspend all or part of this Contract by notifying that the Contractor that DSHS is temporarily
discontinue performance of all or a part of the Contract, as of the effective date of the suspension
pending DSHS's determination to terminate, amend the Contract or permit the Contractor to resume
performance. Contractor shall not bill DSHS for services performed during suspension, unless
expressly authorized by the notice of suspension;
c. Use as a basis to deny additional or enter into future contracts with Contractor;
d. Temporarily withhold cash payments to Contractor for proper charges or pending resolution of issues
of noncompliance with conditions of this Contract or indebtedness to the United States or to the State
of Texas;
e. Permanently withhold cash payments by retaining funds billed by Contractor for
1. Undocumented, disputed, inaccurate, improper or erroneous billings;
2. Material failure to comply with Contract provisions; or
3. Indebtedness to the United States or to the State of Texas;
f. Declare this Contract void upon the Department's determination that this Contract was obtained
fraudulently or was illegal or invalid from this Contract's inception and demand repayment of any
funds under this Contract;
g.
Request that Contractor be removed from the Centralized Master Bidders List (CMBL) or any other
state bid list, and barred from participating in future contracting opportunities with the State of
Texas;
h. Delay execution of a new contract or renewal with Contractor while other imposed or proposed
sanctions are pending resolution;
i. Demand repayment from Contractor when it has been verified that Contractor has been overpaid for
reasons such as payments are not supported by proper documentation or failure to comply with
Contract terms;
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25
Pursue a claim for damages as a result of breach of contract;
k. Require Contractor to prohibit any employee or volunteer of Contractor from performing under this
Contract or having direct contact with DSHS-funded clients or participant, if the employee or
volunteer has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts
that are in contraindication to continued obligations under this Contract, as reasonably deteHiiined by
DSHS;
1. Withhold any payment to Contractor to satisfy any recoupment imposed by DSHS and take
repayment from funds available under this Contract in amounts necessary to fulfill Contractor's
payment or repayment obligations;
m. Reduce the Contract term; and
n. Recoup improper payments when Contractor has been overpaid for reasons such as payments are not
supported by proper documentation, improper billing or failure to comply with Contract terms; and
o. Impose other remedies, sanctions or penalties permitted by federal or state statute, law, regulation or
rule.
Section 15.03 Notice of Remedies or Sanctions. Department shall formally notify Contractor in writing
when a remedy or sanction is imposed, stating the nature of the remedies and sanction, the reasons for imposing
them, the corrective actions, if any, that must be taken before the actions shall be removed and the time allowed
for completing the corrective actions, and the method, if any, of requesting reconsideration of the remedies or
sanctions imposed.
Other than in the case of repayment or recoupment, Contractor is required to file, within 15 calendar days of
receipt of notice, a written response to Department acknowledging receipt of such notice.
If requested by the Department, the written response must state how Contractor shall correct the noncompliance
by agreeing to a corrective action plan or demonstrate in writing that the findings on which the remedies or
sanctions are based are either invalid or do not warrant the remedies or sanctions. If Department determines that
a remedy or sanction is warranted, unless the remedy or sanction is subject to review under a federal or state
statute, regulation, rule, or guideline, Department's decision is final. Department shall provide written notice to
Contractor of Department's final decision.
If required by the Department, Contractor shall submit a corrective action plan for DSHS approval and take
corrective action as stated in the plan approved by DSHS. If DSHS determines that repayment is warranted,
DSHS shall issue a demand letter to Contractor for repayment. If full repayment is not received within the time
limit stated in the demand letter, and if recoupment is available, DSHS shall recoup the amount due to DSHS
from funds otherwise due to Contractor under this Contract.
Section 15.04 Emergency Action. In an emergency, Department may immediately terminate or suspend
all or part of this Contract, temporarily or permanently withhold cash payments, deny future contract awards, or
delay contract execution by delivering written notice to Contractor, by any verifiable method, stating the reason
for the emergency action. An "emergency" is defined as Contractor is noncompliant and the noncompliance has
a direct adverse effect on the public or client health, welfare or safety. The direct adverse effect may be
programmatic and may include failing to provide services; providing inadequate services; or providing
unnecessary services.
Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case -by -
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26
case basis and will be based upon the nature of the noncompliance or conduct.
ARTICLE XVI CLAIMS AGAINST THE DEPARTMENT
Section 16.01 Breach of Contract Claim. The process for a breach of contract claim against the DSHS
provided for in Texas Government Code Chapter 2260 and implemented in the rules at 25 TAC §§4.11-4.24
shall be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS.
Section 16.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in
the ordinary course of business must be submitted to the negotiation process provided in Chapter 2260 and 25
TAC. To initiate the process, Contractor shall submit written notice, as required by Subchapter B, to DSHS
Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260 are being
invoked and comply with all the requirements in this Chapter and TAC. A copy of the notice must also be given
to all other representatives of DSHS and Contractor. Section
Section 16.03 Sole Remedy. The contested case process provided in Chapter 2260 is Contractor's sole
and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties
are unable to resolve their disputes.
Section 16.04 Condition Precedent to Suit. Compliance with the contested case process provided in
Chapter 2260, Subchapter C, Tex. Gov. Code, is a condition precedent to seeking consent to sue from the
Legislature under Chapter 107 of the Civil Practices and Remedies Code. Neither the execution of this Contract
by DSHS nor any other conduct of any representative of DSHS relating to this Contract shall be considered a
waiver of sovereign immunity to suit.
Section 16.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a
claim constitutes grounds for the suspension in whole or part of performance by Contractor.
ARTICLE XVII TERMINATION AND TEMPORARY SUSPENSION
Section 17.01 Expiration of Contractor Program Attachments. Except as provided in the Survivability
of Terms section of the General Terms Article, Contractor's service obligations stated in each Contract or
Program Attachment shall end upon the expiration date of that Contract or Program Attachment unless extended
or renewed by written amendment. Prior to completion of the term of all Contracts or Program Attachments, all
or a part of this Contract may be terminated with or without cause under this Article. A Program Attachment
cannot extend past the term stated in its associated Contract.
Section 17.02 Effect of Termination or Expiration. Termination is the permanent withdrawal of
Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the
voluntary relinquishment by Contractor of the authority to obligate previously awarded funds and the Contractor
shall cease providing services or goods.
Upon termination of this Contractor Program Attachment, as applicable, Contractor shall cooperate with DSHS
to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or
Program Attachment, as applicable to DSHS or another entity designated by DSHS.
Upon termination of all or part of this Contract, Department and Contractor shall be discharged from any further
obligation created under the applicable terms of this Contract or Program Attachment, as applicable, except for
the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for
Contractor's duty to cooperate with DSHS and, except as provided in the Survivability of Terms section of the
General Terms Article.
General Provisions (Core Vendor June 27, 2014)
27
Termination does not, however, constitute a waiver of any remedies for breach of this Contract.
Contractor's obligations to retain records and maintain confidentiality of information shall survive this Contract.
Section 17.03 Termination or Temporary Suspension Without Cause. Either Party may terminate this
Contract with at least 30 calendar days prior written notice to the nonterminating Party. However, if Contractor
seeks to terminate a Contract that involves residential client services, Contractor shall give the Department at
least 90 calendar days prior written notice and shall submit a transition plan to ensure client services are not
disrupted.
The Parties may terminate this Contract or Program Attachment, as applicable, by mutual agreement.
DSHS may temporarily suspend or terminate this Contract or Program Attachment, as applicable if funds become
unavailable through lack of appropriations, budget cuts, transfer of funds between programs or HHSC agencies,
amendments to the Appropriations Act, health and human services consolidations or any other disruption of current
appropriated funding for this Contractor Program Attachment. Contractor shall be notified in writing of any termination
or temporary suspension and of any cessation of temporary suspension. Upon notification of temporary suspension,
Contractor will discontinue performance under the Contract as of the effective date of the suspension for the duration of
the suspension.
Section 17.04 Immediate Termination. Department may immediately terminate this Contract or
Program Attachment, as applicable, when, in the sole determination of Department, termination is in the best
interest of the State of Texas.
Section 17.05 Emergency Action Termination. In the case of a material breach of the contract or an
emergency, Department may immediately terminate or suspend all or part of this Contract.
Section 17.06 Termination For Cause. Either Party may terminate for material breach of this contract
with at least 30 calendar days written notice to the other Party. Department may terminate this Contract, in
whole or in part, for breach of contract or for any other conduct that jeopardizes the Contract objectives, by
giving at least 30 calendar days written notice to Contractor. If breach is not cured or other conduct not
remedied, then on the 30th day after notice, the Department may terminate this contract. Such conduct may
include one or more of the following:
Contractor fails to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction;
Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to
communicate with Department as necessary for the performance or oversight of this Contract;
Contractor breaches a standard of confidentiality with respect to the services provided under this Contract;
Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that
Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract;
Department determines that Contractor, its agent or another representative offered or gave a gratuity such as
entertainment or gift to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable
treatment;
Department determines that this Contract includes financial participation by a person who received compensation from
DSHS to participate in developing, drafting or preparing the specifications, requirements or statement(s) of work or
Solicitation Document on which this Contract is based in violation of Texas Government Code § 2155.004; or
Department determines that Contractor was ineligible to receive this Contract under Texas Government Code §§
2155.006 or 2261.053 related to certain disaster response contracts;
Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the
following:
1) Contractor fails to make payments for debts;
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28
2) Contractor makes an assignment for the benefit of its creditors;
3) Contractor admits in writing its inability to pay its debts generally as they become due;
4) If judgment for the payment of money in excess of $50,000 (that is not covered by insurance) is
rendered by any court or governmental body against Contractor, and Contractor does not:
(a) discharge the judgment;
(b) provide for its discharge in accordance with its terms;
(c) procure a stay of execution within 30 calendar days from the date of entry of the
judgment;
(d) if the execution is stayed within the thirty 30 day period or a longer period during
which execution of the judgment has been stayed, appeal from the judgment and
cause the execution to be stayed during such appeal while providing such reserves for
the judgment as may be required under Generally Accepted Accounting Principles;
5) A writ, warrant of attachment or any similar process is issued by any court against all or any
material portion of the property of Contractor and such is not released or bonded within 30
calendar days after its issuance;
6) Contractor is adjudicated bankrupt or insolvent;
7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision
of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution,
receivership or liquidation law of any jurisdiction or consents to the filing of any case or
petition against it under any such law;
8) Any property or portion of the property of Contractor is sequestered by court order and the
order remains in effect for more than 30 calendar days after Contractor obtains knowledge of
the sequestration;
9) A petition is filed against Contractor under any state reorganization, arrangement, insolvency,
readjustment of debt, dissolution, receivership or liquidation law of any jurisdiction, then in
effect, and the petition is not dismissed within 30 calendar days; or
10) Contractor consents to the appointment of a receiver, trustee, or liquidator of Contractor or of
all or any part of its property; or
11) Any required license, certification, permit, registration or approval required to conduct
Contractor's business or to perform under this Contract is not obtained or is revoked,
surrendered, expires, is not renewed, becomes inactive or is suspended.
Section 17.07 Notice of Termination. Either Party may deliver written notice of intent to terminate by
any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract,
Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith
during the notice period.
ARTICLE XVIII VOID, SUSPENDED AND TERMINATED CONTRACTS
Section 18.01 Void Contracts. Department may void this Contract upon determination that the award
was obtained fraudulently or was otherwise illegal or invalid from its inception.
Section 18.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A Contractor who
has been a party to a contract with DSHS that has been found to be void, is suspended or is teiminated for cause
is not eligible for any renewal or increase of funding for an existing contract or new contracts or renewals until
in the case of suspension or termination the Department has determined that Contractor has satisfactorily
resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be void
any amount paid to the Contractor is subject to recoupment by DSHS.
Section 18.03 Appeals Rights for DSHS Funded Block Grants. Pursuant to Texas Government Code
§ 2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block
grant funds, Contractor may request an administrative hearing under Texas Government Code Chapter 2001.
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29
ARTICLE XIX CLOSEOUT
Section 19.01 Cessation of Services at Closeout. Upon expiration or termination of this Contract or
Program Attachment, as applicable, Contractor shall cease services or delivery of goods under this Contract and
if necessary, shall cooperate with DSHS to the fullest extent possible, to ensure the orderly and safe transfer of
responsibilities under this Contract to DSHS or another entity designated by DSHS.
Contractor shall not bill DSHS for services performed or goods delivered after termination or expiration of
Contract or Program Attachment.
Upon termination or expiration of this Contract or Program Attachment, Contractor shall immediately initiate
Closeout activities described in this Article.
Section 19.02 Administrative Offset. The Department has the right to administratively offset amounts
owed by Contractor against billings.
Section 19.03 Deadline for Closeout. Contractor shall submit all performance, and other Closeout
reports required under this Contract within 45 calendar days after the Contractor Program Attachment end date.
In Accordance with the Texas Government Code Chapter 2251, Texas Prompt Payment Act, or unless otherwise
provided under the Billing Submission section of the Payment Methods and Restrictions Article, the Department
is not liable for any claims that are not received within 45 calendar days after the end date of the Contract or
Program Attachment, as applicable.
Section 19.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which
Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the
Department and shall result in a refund due, which Contractor shall pay within the time period established by the
Department.
Section 19.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment
does not affect the Department's right to recover funds on the basis of a later audit or other review or
Contractor's obligation to return any funds due as a result of later refunds, corrections; or other transactions.
General Provisions (Core Vendor June 27, 2014)
30
AGENDA MEMORANDUM
First Reading Ordinance for the City Council Meeting of November 11, 2014
Second Reading Ordinance for the City Council Meeting of November 18, 2014
DATE:
TO:
October 20, 2014
Ronald L. Olson, City Manager
FROM: Michael Morris, Director
MichaelMo@cctexas.com
361-826-3460
Corpus Christi Chamber of Commerce Lease
CAPTION:
Ordinance Authorizing the City Manager or designee to execute a one-year lease agreement with the
Corpus Christi Chamber of Commerce for use of the McCampbell House at Heritage Park with rent of
$1,500 per month.
PURPOSE:
The Corpus Christi Chamber of Commerce (CoC) has requested a one-year lease agreement for the
McCampbell House at Heritage Park.
BACKGROUND AND FINDINGS:
The CoC entered into a three-year lease with the City of Corpus Christi in October of 2011 with a
monthly rent payment of $1,500.
ALTERNATIVES:
Do not approve
OTHER CONSIDERATIONS:
Not applicable.
CONFORMITY TO CITY POLICY:
City Council must approve all lease agreements.
EMERGENCY / NON -EMERGENCY:
Non -emergency.
DEPARTMENTAL CLEARANCES:
Legal, Parks and Recreation
FINANCIAL IMPACT:
❑ Operating
X Revenue
❑ Capital
❑ Not applicable
Fiscal Year: 2014-
2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
($18,000)
($18,000)
Encumbered /
Expended Amount
This item
BALANCE
($18,000)
($18,000)
Fund(s): Visitor's Facility Fund 4710
Comments: $18,000 in annual lease payments was included in the FY15 budget
RECOMMENDATION:
Staff recommends that the Council approve the ordinance.
LIST OF SUPPORTING DOCUMENTS:
Ordinance
Lease Agreement
Ordinance
Authorizing the City Manager or designee to execute a one-year lease
agreement with the Corpus Christi Chamber of Commerce for use of the
McCampbell House at Heritage Park with rent of $1,500 per month;
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY Of CORPUS CHRISTI,
TEXAS THAT:
SECTION 1. The City Manager, or his designee, is authorized to execute a one-year
lease Agreement with the Corpus Christi Chamber of Commerce for use of the
McCampbell House at Heritage Park, in consideration of monthly rental payment of
$1,500.00.
That the foregoing ordinance was read for the first time and passed to its second
reading on this the day of , , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
That the foregoing ordinance was read for the second time and passed finally on this
the day of , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the th day of
ATTEST:
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
LEASE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND
CORPUS CHRISTI CHAMBER OF COMMERCE
STATE OF TEXAS §
COUNTY OF NUECES §
KNOW ALL BY THESE PRESENTS:
This lease agreement ("Lease") is entered into by and between the City of
Corpus Christi, a Texas home -rule municipal corporation ("City"), acting through its duly
authorized City Manager, or his designee ("City Manager"), and the Corpus Christi
Chamber of Commerce.
WHEREAS, the City owns the McCampbell House located in Heritage Park at
1501 North Chaparral Street, Lot 2, Block 61, Beach Portion, Corpus Christi, Nueces
County, Texas, together with all Improvements thereon; ("Premises");
WHEREAS, Lessee has requested the use of the Premises for the purpose of
office space for its operations as the Corpus Christi Chamber of Commerce, upon the
conditions and covenants contained in this Lease; and,
WHEREAS, City desires to allow Lessee to use the Premises for this purpose.
NOW, THEREFORE, City and Lessee, in consideration of the mutual promises
and covenants contained herein, agree as follows:
Section 1 Definitions.
(A) City means the City of Corpus Christi, Nueces County, Texas, a home rule
municipal corporation.
(B) City Manager means the City's City Manager or the City Manager's designee.
(C) Council means the City's City Council.
(D) Director means the City's Director of Park and Recreation or the Director of Park
and Recreation's designee.
(E) Finance Director means the City's Director of Finance or the Director of
Finance's designee.
(F) Lease means this lease document, including all attached and incorporated
exhibits.
(G) Lessee means Corpus Christi Chamber of Commerce.
(H) Parks means the City's Park and Recreation Department.
(I) Premises means Lot 2, Block 61, Beach Portion, Corpus Christi, Nueces
County, commonly known as the McCampbell House, located at 1501 North
Chaparral Street, in the City.
(J) Risk Manager means the City's Director of Risk Management or the Director of
Risk Management's designee.
Section 2. Purpose. The purpose of this Lease, between City and Lessee, is to enable
Lessee to utilize Premises for office space for its business operations. Lessee shall not
operate the Premises for any other purpose o t Director's prior written approval.
Section 3. Term. The City leases theeremi es, subject to all terms and conditions of
this Lease, to the Lessee on a tkaggyear term beginning October 10, 2014, effective
upon final City Council approval, unless sooner terminated as set out herein. Lessor
agrees Lessee may, after occupying Premises for not more than six months, terminate
this Lease and vacate the Premises if conditions at Premises are unsuitable for
purposes of Lessee.
Section 4. Acceptance of Premises Disclaimer:
A. LESSEE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS
IS" WITH ALL FAULTS AS MAY EXIST ON THE PREMISES, AND THAT NEITHER
LESSOR, NOR ANY EMPLOYEE OR AGENT OF LESSOR, HAS MADE ANY
REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH
PREMISES. LESSEE HEREBY WAIVES ANY AND ALL CAUSES OF ACTION,
CLAIMS, DEMANDS, AND DAMAGES BASED ON ANY WARRANTY, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
SUITABILITY FOR A PARTICULAR PURPOSE, ANY AND ALL WARRANTIES OF
HABITABILITY, AND ANY OTHER IMPLIED WARRANTIES NOT EXPRESSLY SET
FORTH IN THIS LEASE.
B. LESSEE ACKNOWLEDGES AND AGREES THAT LESSEE HAS BEEN
PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE
PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR
THE PURPOSE TO WHICH LESSEE INTENDS TO USE THE PREMISES, AND IS
RELYING ON ITS OWN INSPECTION.
C. LESSEE ACKNOWLEDGES THAT ANY AND ALL STRUCTURES AND
IMPROVEMENTS EXISTING ON THE PREMISES ON THE COMMENCEMENT DATE,
IF ANY, ARE ACCEPTED "AS IS" WITH ANY AND ALL LATENT AND PATENT
DEFECTS AND THAT THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY
LESSOR WITH RESPECT THERETO. LESSEE ACKNOWLEDGES THAT IT IS NOT
RELYING UPON ANY REPRESENTATION, STATEMENT OR OTHER ASSERTION BY
LESSOR WITH RESPECT TO ANY EXISTING STRUCTURES OR IMPROVEMENTS,
BUT IS RELYING ON ITS EXAMINATION THEREOF.
3
D. THE PROVISIONS OF THIS Section 4 SHALL SURVIVE THE
EXPIRATION OR EARLIER TERMINATION OF THIS LEASE.
Section 5. Contact PersonlLease Administrator. For this Lease, the City's contact
person and lease administrator is the Director.
Section 6. Lease Payments.
(A) For and in consideration of the rights and privileges herein granted, Lessee
agrees to pay the City, on a monthly basis, one thousand five hundred dollars per
month.
(B) All rental fees are due and payable on or before the 10th day of each month for
the term of this Lease. Payment must be made to the order of the City of Corpus
Christi and mailed to the City Collections Department, P. O. Box 9257, Corpus
Christi, TX, 78469, or delivered to City Hall at 1201 Leopard Street, Corpus
Christi, TX, 78401.
Section 7. Quiet Enjoyment. Lessee shall have peaceful and uninterrupted
possession of the Premises, subject to Lessee's payment of rent and Lessee's
compliance with the terms of this Lease, except during City approved events at
Heritage Park scheduled in accordance with Section 12 (C ) below, and maintenance at
Heritage Park.
Section 8. Parking.
(A) Lessee is given, during the term of this Lease, the right to designate up to eight
(8) parking spaces within the general parking area of Heritage Park. If Lessee
chooses to designate the parking spaces, the Director shall determine and
approve Lessee's method and manner of designation of the spaces. Lessee
shall bear any and all expense associated with designation of the parking
spaces.
(B) Lessee's designated parking spaces are for use by customers of the Premises
during Lessee's hours of operation only. At all other times when Lessee is not
open under normal operating hours, any member of the public can utilize the
designated parking spaces.
(C) Lessee's designated parking spaces are for use by passenger vehicles only and
must not be unreasonably utilized for purposes, such as loading and unloading
of equipment or supplies, by Lessee or Lessee's vendors or suppliers.
Section 9. Utilities.
(A) It is understood by and between the parties that scheduled, regular garbage
collection service is available to the Premises and that the provision of this
4
service shall be the responsibility of Parks under the City's present Heritage Park
maintenance program.
(B) The cost to Lessee, for the provision of garbage collection service by the City, is
included and made a part of Lessee's monthly lease payment.
(C) Lessee shall deposit, or cause to be deposited, all garbage and debris generated
at the Premises into the garbage dumpster provided by City at the Premises.
Any garbage needs Lessee may determine are required at Premises, beyond
regular service, or in addition to existing park dumpster capacity, shall be the
responsibility of, and at the sole expense of, Lessee. Lessee may request that
City Director obtain a larger container (6 cubic yard approximately) from City
contractor for Lessee's use, with Lessee to pay City the monthly rate of the
difference between a four (4) cubic yard container and a six (6) cubic yard
container.
(D) The Premises is wired for telephone service; however, Lessee shall contract
separately with a telephone service provider of Lessee's choice for the provision
of active telephone service, which service is to be incurred at Lessee's sole
expense.
(E) The Premises is wired for electrical service and has a separate electric meter.
Lessee shall contract for electric service to the Premises. Lessee shall bear the
cost of all electricity used at the Premises for the term of this Lease.
Additionally, Lessee shall bear the cost for the use and maintenance of the
existing security alarm system in the Premises for the term of this Lease. Lessee
is responsible to contract for security alarm system monitoring at the Premises.
(F) Water and sewage service is available at the Premises, and the cost to Lessee,
for the provision of water and sewage service by the City, is included and made a
part of Lessee's monthly lease payment.
(G) Should Lessee require any modification to the provision of the enumerated
utilities in this section or require any additional utility service not herein covered
during the term of this Lease, Lessee shall submit a request, in writing, to the
Director for consideration and possible amendment of this Lease.
(H) Lessee shall pay for all utilities related to usage of Premises, excluding water and
sewage service as herein provided for, prior to the due date. Failure to pay any
utility bill(s) prior to the due date constitutes grounds for termination of this
Lease.
Section 10. Abandonment, Interruption of Utilities, Removal of Lessee's Property,
and Lockout.
5
Chapter 93 of the Texas Property Code govems the rights and obligations of the parties
with regard to: (a) abandonment of the leased premises; (b) interruption of utilities; (c)
removal of Lessee's personal property; and (d) lock out of Lessee.
Section 11. Maintenance.
(A) The City will maintain the exterior of the Premises and adjacent park grounds,
including buildings and public parking lots in the vicinity of the Premises, subject
to sufficient annual budget appropriations. The City shall be responsible for
major repairs to the exterior of the Premises, subject to sufficient annual budget
appropriations, unless damage occasioned to the exterior is or was caused by
Lessee's negligence. It is further understood and agreed that the City shall
maintain the utility lines serving the Premises, subject to sufficient annual budget
appropriations.
(B) The City will repair and maintain the heating and cooling systems at the
Premises, subject to sufficient annual budget appropriations.
(C) The City will repair and maintain the electrical wiring system at the Premises,
subject to sufficient annual budget appropriations.
(D) Lessee covenants and agrees to maintain the interior of the Premises during the
term of this Lease, such maintenance to include, but not be limited to, interior
painting (in a neutral color preapproved by the Director) and keeping in good
repair the plumbing and light fixtures.
(E) Lessee shall be responsible for cleaning the interior of the Premises and will
supply paper goods and chemicals necessary for cleaning.
(F) During Lessee's normal business hours, City may, upon reasonable notice,
enter the Premises for any reasonable purpose, including but not limited to,
repairs, maintenance, alterations and showing the premises to prospective
tenants. City may access the Premises at any time for emergency repairs.
(G) City maintenance to the Premises is subject to sufficient annual budget
appropriations.
Section 12. Furniture, Fixtures, and Equipment.
(A) It is understood that Lessee will be responsible for furnishing and equipping the
Premises and that the City has no obligation to fumish any equipment or
furnishings for Lessee.
(B) All capital construction to the premises, such as installation of plumbing fixtures
remain the property of the City.
ti
Section 13. City Use and Special Events.
(A) City retains the right to use or cross the Premises with utility lines and
easements. City may exercise these rights without compensation to Lessee for
damages to the Premises from installing, maintaining, repairing, or removing the
utility lines and easements. City must use reasonable judgment in locating the
utility lines and easements to minimize damage to the Premises.
(B) Lessee acknowledges that Heritage Park premises are used for special events
which may occasionally interfere with Lessee's access to the Leased Premises
and parking space availability. Lessee shall not be entitled to any compensation,
in whatever form, either tangible or intangible, for such non -Lessee use. Lessor
agrees to provide Lessee with at least five (5) days notice of special events at
Heritage Park.
Section 14. Laws Affecting Operation of Premises and Performance.
(A) Lessee shall ensure that purpose of its use of the Premises is in accordance with
all applicable Federal, State, and local laws, ordinances, rules and regulations.
(B) Lessee shall bear the expense and responsibility of meeting all requirements for
acquiring all applicable licenses and permits related to its operations. Lessee
shall also bear the expense of meeting and complying with all health regulations
and Certificate of Occupancy requirements.
Section 15. Inspection. Any officer or authorized employee of the City may enter upon
the Premises, at all reasonable times and notice, to determine whether Lessee is
providing maintenance in accordance with and as required by above, or for any other
purpose incidental to City's retained rights of and in the Premises.
Section 16. Relationship of Parties. This Lease establishes a landlord/tenant
relationship, and none other, and this Lease must be construed conclusively in favor of
that relationship. In performing this Lease, both City and Lessee will act in an individual
capacity and not as agents, representatives, employees, employers, partners, joint
venturers, or associates of one another. The employees or agents of either party shall
not be, nor be construed to be, the employees or agents of the other party for any
purpose whatsoever.
Section 17. Insurance.
(A) Lessee shall secure and maintain at Lessee's expense, during the term of this
Lease, insurance of the type and with the amount of coverage shown on the
Attachment, which is incorporated in this Lease by reference.
7
(B) The Certificate of Insurance must be sent to the Risk Manager prior to occupancy
of and operations at the Premises. Lessee agrees to notify Lessor of any
substantive change to its insurance coverage.
(C) Lessee shall provide, during the term of this Lease, copies of all insurance
policies to the Risk Manager upon written request by the City Manager. The Risk
Manager shall retain the right to annually review the amount and types of
insurance maintained by Lessee, to require increased coverage limits, if
reasonably necessary in the interest of public health, safety, or welfare, and to
decrease coverage, if so warranted.
(D) In the event of any necessary increase, Lessee shall receive ninety (90) days
written notice prior to the effective date of the requirement to obtain increased
coverage. In the event alcoholic beverages are to be served or consumed on
any Premises covered by this Lease, the Lessee shall additionally obtain or
cause to be obtained alcoholic beverage liability insurance in the amount of one
million dollars ($1,000,000.00) covering the event or time period when alcoholic
beverages are to be served or consumed.
(E) Lessee shall, prior to any addition or alteration to, in, on, or about the Premises,
obtain prior clearance, in writing, from the Risk Manager that the proposed
addition or alteration will not necessitate a change or modification in the existing
insurance coverage maintained by Lessee. This clearance is in addition to the
prior consent required by Section 19(a), as contained herein.
(F) The City carries the property and flood insurance on the building. Lessee is
responsible for insuring its own contents.
Section 18. Indemnity. In consideration of allowing Lessee to use the Premises,
Lessee ('indemnitor") covenants to fully indemnify, save and hold harmless the
City, its officers, agents, representatives, and employees (collectively,
"indemnitees") from and against any and all liability, Loss, damages, claims,
demands, suits, and causes of action of any nature whatsoever asserted against
or recovered from City on account of injury or damage to person including,
without limitation on the foregoing, premises defects, workers' compensation and
death claims, or property loss or damage of any other kind whatsoever, to the
extent any injury, damage, or loss may be incident to, arise out of, be caused by,
or be in any way connected with, either proximately or remotely, wholly or in part:
(1) Lessee's performance pursuant to this Lease; (2) Lessee's use of the
Premises and any and all activities associated therewith pursuant to this Lease;
(3) the violation by Lessee, its officers, employees, agents, or representatives or
by indemnitees or any of them, of any law, rule, regulation, ordinance, or
government order of any kind pertaining, directly or indirectly, to this Lease; (4)
the exercise of rights under this Lease; or (5) an act or omission on the part of
Lessee, its officers, employees, agents, or representatives or of indemnitees, or
any of them, pertaining to this Lease, regardless of whether the injury, damage,
loss, violation, exercise of rights, act or omission is caused or is claimed to be
caused by the contributing or concurrent negligence of Indemnitees, or any of
them, but not if caused by the sole negligence of Indemnitees, or any of them,
unmixed with the fault of any other person or entity and including all expenses of
8
litigation, court costs, and attorneys' fees, which arise, or are claimed to arise,
out of or in connection with the asserted or recovered incident
Lessee covenants and agrees that, if City is made a party to any litigation against
Lessee or in any litigation commenced by any party, other than Lessee relating to
this Lease, Lessee shall, upon receipt of reasonable notice regarding
commencement of litigation, at its own expense, investigate all claims and
demands, attend to their settlement or other disposition, defend City in all actions
based thereon with legal counsel satisfactory to City, and pay all charges of
attorneys and all other costs and expenses of any kind whatsoever arising from
any said liability, injury, damage, loss, demand, claim or action.
Such indemnity provisions contained in this Section 18 herein apply to the extent
insurance (as approved by City in Section 17) may apply for protection of the City
and Lessee.
Section 19. Alterations.
(A) Lessee shall not make any alterations, additions, or improvements to, in, on, or
about said Premises, without the prior written consent of the City Director of
Parks and Recreation. Lessee must also obtain clearance from the Risk
Manager as required above.
(B) Lessee agrees not to harm the Premises beyond normal wear and tear.
(C) All approved alterations, improvements, and additions made by the Lessee upon
said Premises, which are permanent in nature, even if made at Lessee's own
expense, shall, if not removed by Lessee at any termination or cancellation
hereof, become the property of the City in fee simple without any other action or
process of law. Lessee agrees to be contractually and financially responsible for
repairing any and all damage caused by such removal. If items are installed in
such a manner as to become fixtures, such fixtures shall not be removed by
Lessee upon termination and shall become the property of the City.
Section 20. Signs.
(A) Lessee shall not exhibit, inscribe, paint, erect, or affix any signs, advertisements,
notices, or other lettering ("Signs") at, on, or about the Premises, or any part
thereof, without the Director's prior written approval.
(B) City may require Lessee to remove, repaint, or repair any Signs allowed. If
Lessee does not remove, repaint, or repair the Signs within ten (10) days of
Director's written demand, City may do or cause the work to be done, and
Lessee will pay City's costs within thirty (30) days of receipt of Director's invoice.
If payment is not timely made, the City may terminate this Lease upon ten (10)
9
days written notice to Lessee. Altematively, City may elect to terminate this
Lease after ten (10) days written notice to Lessee.
Section 21. Sublease and Assignment. Lessee understands and agrees that Lessee
shall not sublease the Premises or any part thereof without obtaining the prior written
consent of the City. Lessee shall not, in whole or in part, assign or transfer directly or
indirectly this Lease unless prior written approval has been obtained from the City.
Written consent or approval shall not be unreasonably withheld by Lessor.
Section 22. Default.
(A) The following constitute Events of Default under this Lease:
(i) failure to keep, perform, and observe any other promises, covenants and
conditions contained in this Lease.
(B) Upon the occurrence of any Event of Default, the City may, at its option, in
addition to any other remedy or right given hereunder or by law:
(i)
give notice to Lessee that this Lease terminates upon the date specified in
the notice, which date will be no earlier than thirty (30) days after the
giving of such notice.
Section 23. No debts. Lessee shall not incur any debts or obligations on the credit of
the City during the term of this Lease.
Section 24. Notice.
(A) All notices, demands, requests or replies provided for or permitted under this
Lease by either party must be in writing and must be delivered by one of the
following methods: (i) by personal delivery; or (ii) by deposit with the United
States Postal Service as certified or registered mail, return receipt requested,
postage prepaid.
(B) Notice deposited with the United States Postal Service in the manner described
above will be deemed effective two (2) business days after deposit with the
United States Postal Service.
(C)
All these communications must only be made to the following:
IF TO CITY:
City of Corpus Christi
Park and Recreation Department
P. O. Box 9277
Corpus Christi, Texas 78469-9277
IF TO LESSEE:
Corpus Chrygti Ch mber of Comerce
Attn: 1-v r'r eel 4 JJ
/.3'D f N . GL4/0Alrf4/
Corpus Christi, Texas 78401
10
Attn: Director of Park and Recreation
(D) Either party may change the address to which notice is sent by using a method
set out above. Lessee shall notify the City of an address change within ten (10)
days after the address is changed.
Section 25. Nondiscrimination. Lessee covenants and agrees that it shall not
unreasonably discriminate nor permit discrimination against any person or group of
persons, with regard to employment and the provision of services at, on, or in the
Premises, on the grounds of race, religion, national origin, marital status, sex, age,
disability, or in any manner prohibited by the laws of the United States or the State of
Texas. The City hereby reserves the right to take such action as the United States may
direct to enforce this covenant.
Section 26. Modifications. No changes or modifications to this Lease may be made,
nor any provisions waived, unless the change or modification is made in writing and
signed by persons authorized to sign agreements on behalf of each party.
Section 27. Force Majeure. No party to this Lease shall be liable for delays or failures
in performance due to any cause beyond their control including, without limitation, any
delays or failures in performance caused by strikes, lock outs, fires, acts of God or the
public enemy, common carrier, severe inclement weather, riots or interference by civil or
military authorities. These delays or failures to perform shall extend the period of
performance until these exigencies have been removed.
Section 28. Surrender. Lessee acknowledges and understands that the lease of the
Premises to Lessee is expressly conditioned on the understanding that the Premises
must be surrendered, upon the expiration, termination, or cancellation of this Lease, in
as good a condition as received, reasonable use and wear, acts of God, fire and flood
damage or destruction where Lessee is without fault, excepted. Any reasonable costs
incurred for repairs or corrections for which Lessee is responsible under this Lease are
payable by Lessee to City as additional rental on the next rental payment date, or within
30 days written demand.
Section 29. Publication Costs. Lessee shall pay for the cost of publishing the Lease
description and related ordinance, if required by the City Charter, in the legal section of
the local newspaper.
Section 30. Interpretation. This Lease will be interpreted according to the Texas laws
that govern the interpretation of contracts. Venue lies in Nueces County, Texas, where
this Lease was entered into and will be performed.
Section 31. Captions. The captions utilized in this Lease are for convenience only and
do not in any way limit or amplify the terms or provisions hereof.
11
Section 32. Casualty. If the Premises become damaged due to weather event, fire, or
other natural or man-made disaster, such that the Premises are not deemed safe for
occupation by the City Building Official, and repairs are not completed within 30 days of
the event of disaster, then either party may terminate this lease upon 30 days written
notice to the other party, without penalty.
Section 33. Termination. It is Lessee's responsibility to remove its personal property
from the Premises prior to termination or expiration of the Lease. Lessee agrees that
any of personal property remaining on the Premises after the termination or expiration
of the Lease automatically becomes City property without any notice, action, or process
of law, for disposition by the City as City deems appropriate in City Manager sole
discretion, with no compensation to Lessee. Lessee shall be invoiced for City's costs to
remove property from the Premises after termination or expiration of the Lease, and
Lessee shall pay said invoice within thirty (30) days of receipt.
Section 34. Entirety Clause. This Lease and the incorporated and attached exhibits
constitute the entire agreement between the City and Lessee for the purpose granted.
All other agreements, promises, representations, and understandings, oral or otherwise,
with reference to the subject matter hereof, unless contained in this Lease are expressly
revoked, as the parties intend to provide for a complete understanding within the
provisions of this Lease and its exhibits of the terms, conditions, promises, and
covenants relating to Lessee's operations and the Premises to be used in the
operations.
Section 35. Severability.
(A) If, for any reason, any section, paragraph, subdivision, clause, provision, phrase,
or word of this Lease or the application hereof to any person or circumstance is,
to any extent, held illegal, invalid, or unenforceable under present or future law or
by a final judgment of a court of competent jurisdiction, then the remainder of this
Lease, or the application of said term or provision to persons or circumstances
other than those as to which it is held illegal, invalid, or unenforceable, will not be
affected thereby, for it is the definite intent of the parties to this Lease that every
section, paragraph, subdivision, clause, provision, phrase or word hereof be
given full force and effect for its purpose.
(B) To the extent that any clause or provision is held illegal, invalid, or unenforceable
under present or future law effective during the term of this Lease, then the
remainder of this Lease is not affected thereby, and in lieu of each such illegal,
invalid, or unenforceable clause or provision, a clause or provision, as similar in
terms to such illegal, invalid, or unenforceable clause or provision as may be
possible and be legal, valid and enforceable, will be added to this Lease
automatically by the Court construing such clause or provision to be invalid.
t :?
EXECUTED IN DUPLICATE, each of which shall be considered an original, on the
day of , 2014.
ATTEST:
Rebecca Huerta
City Secretary
CITY OF CORPUS CHRISTI
Ronald L. Olson
City Manager
APPROVED AS TO LEGAL FORM this Z5. day of
kte„?...t
By:
Buck Brice
Assistant City Attorney
for City Attorney
_Sep /01 lev-
, 2014.
LESSEE: CORPUS CHRIS HAMBER OF MERCE
By: �.I
Name: i S'7Z-f4 'L4/A#'lJf
Title: Fite 5e- cfeuq /c(" 0
Date: rvtih--6� l 2 ;t & l 4`
P �
13
ATTACHMENT
INSURANCE REQUIREMENTS
I. LESSEE'S LIABILITY INSURANCE
A. Lessee shall not commence work under this agreement until all insurance required herein has been
obtained and approved by the City's Risk Manager or designee. Lessee must not allow any sub-
lessee to commence work until all similar insurance required of the sub -lessee has been so
obtained.
B. Lessee shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance,
with applicable policy endorsements showing the following minimum coverage by an insurance
company(s) acceptable to the Risk Manager or designee. The City must be listed as an additional
insured for the General Liability policy, Liquor Liability policy and Business Auto Liability
policy, and a waiver of subrogation is required for all applicable policies.
TYPE OF INSURANCE
MINIMUM INSURANCE COVERAGE
30 -Day Notice of Cancellation required on all
certificates or by policy endorsement(s)
Bodily injury and Property Damage
Per Occurrence / aggregate
COMMERCIAL GENERAL LIABILITY
1. Broad Form
2. Premises a Operations
3. Products/Completed Operations Hazard
4. Contractual Liability
5. Broad Form Property Damage
6. Independent Lessees
7. Personal and Advertising Injury
8. Professional Liability (if applicable)
9. Underground Hazard (if applicable)
10. Environmental (if applicable)
$1,000,000 Per Occurrence
$2,000,000 Aggregate
$1,000,000 Combined Single Limit
BUSINESS AUTOMOBILE LIABILITY
1. Owned
2. Hired & Non -owned
3. Rented & Leased
LIQUOR LIABILITY
$1,000,000 Per Occurrence
WORKERS' COMPENSATION
(For Paid Employees)
EMPLOYER'S LIABILITY
Which Complies With The Texas Workers'
Compensation Act And Paragraph II Of
This Exhibit.
$500,000 / $500,000 / $500,000
PROPERTY INSURANCE
Lessee shall be responsible for insuring all owned,
C.
14
rented or leased real and personaproperty for all perils. 1
In the event of accidents of any kind related to this project, Lessee shall furnish the Risk Manager
with copies of all reports of such accidents within ten (10) days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Lessee must obtain workers' compensation coverage through a licensed insurance
company in accordance with Texas law. The contract for coverage must be written on a
policy and endorsements approved by the Texas Department of Insurance. The coverage
provided must be in amounts sufficient to assure that all workers' compensation
obligations incurred will be promptly met. An "All States endorsement shall be included
for Companies not domiciled in Texas.
B. Lessee shall obtain and maintain in full force and effect for the duration of this Contract,
and any extension hereof, at Lessee's sole expense, insurance coverage written on an
occurrence basis, by companies authorized and admitted to do business in the State of
Texas and with an A.M. Best's rating of no less than A- VII.
C. Lessee shall be required to submit replacement certificate of insurance to City at the
address provided below within 10 days of the requested change. Lessee shall pay any
costs incurred resulting from said changes. All notices under this Article shall be given to
City at the following address:
City of Corpus Christi
Attn: Risk Management and;
Director, Parks and Recreation Department
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Lessee agrees that with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, volunteers, and elected representatives
as additional insured by endorsement, or comparable policy language, as respects to
operations, completed operations and activities of, or on behalf of, the named insured
performed under contract with the City.
• The "other insurance" clause shall not apply to the City of Corpus Christi where the City
is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
15
• Provide thirty (30) calendar days advance written notice directly to City of any
suspension, cancellation, non -renewal or material change in coverage, and not less than
ten (10) calendar days advance written notice for nonpayment of premium.
E. City shall have the option to suspend Lessee's performance should there be a lapse in
coverage at any time during this contract. Failure to provide and to maintain the required
insurance shall constitute a material breach of this contract.
F. In addition to any other remedies the City may have upon Lessee's failure to provide and
maintain any insurance or policy endorsements to the extent and within the time herein
required, the City shall have the right to order Lessee to stop work hereunder, and'or
withhold any payment(s) which become due to Lessee hereunder until Lessee
demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which
Lessee may be held responsible for payments of damages to persons or property
resulting from Lessee's or its subLessee's performance of the work covered under this
agreement.
H. It is agreed that Lessee's insurance shall be deemed primary and non-contributory with
respect to any insurance or self insurance carried by the City of Corpus Christi for
liability arising out of operations and completed operations and activities under this
agreement.
I. It is understood and agreed that the insurance required is in addition to and separate from
any other obligation contained in this agreement.
2014 ins req.
Parks and Recreation Department
Lease Agreement with Corpus Christi, Chamber of Commerce, McCampbell House
7121;'2014 ds Risk Mgmt.
AGENDA MEMORANDUM
First Reading Ordinance for the City Council Meeting of November 11, 2014
Second Reading Ordinance for the City Council Meeting of November 18, 2014
DATE: October 20, 2014
TO: Ronald L. Olson, City Manager
FROM: Michael Morris, Director
MichaelMo@cctexas.com
361-826-3494
FY15 Community Youth Development (CYD) Program appropriation
CAPTION:
Ordinance authorizing the City Manager or designee to execute a contract with the Texas
Department of Family and Protective Services for funding for September 1, 2014 through
February 28, 2015 in the total amount of $193,384.84; authorizing appropriation in the Grants
Fund No. 1060 for Community Youth Development program contracts for the 78415 Zip Code
area; to include the extension of the subcontracts as follows: $26,100.46 to The Boys and Girls
Club, $40,275.46 to Communities In Schools of the Coastal Bend, $52,849.80 to SERCO of
Texas and $ 17,496.71 to Youth Odyssey for subcontract period September 1, 2014 through
February 28, 2015.
PURPOSE:
On 8/31/2010, M2010-198, The City entered into a new contract term with the Texas
Department of Family and Protective Services (TDFPS) for youth services from September 1,
2010 — August 31, 2011 with the option to renew the contract on an annual basis for a total
contract term not to exceed 54 month.
For FY15, the State awarded the City $193,384.84 to continue services for the term of
September 1, 2014 to February 28, 2015. The State opted to extend all current contracts
through February 28, 2015. In addition to the extension of current contracts, the state will
examine the option of entering into short term contracts to cover the period from March 1
through August 31, 2015. For FY2015, we are continuing services with the same 4
subcontractors due to the 6 month grant extension and will go out for an RFP in FY16 when a
new service model is introduced by the TDFPS.
BACKGROUND AND FINDINGS:
The Texas Department of Family and Protective Services (DFPS) is continuing to fund the
Community Youth Development (CYD) Program in fifteen zip codes throughout the State. The
City of Corpus Christi has been allocated $193,384.84 in program funds for 2015, Contract
Period September 1, 2014 through February 28, 2015, to be used in the 78415 Zip Code area.
In FY12, the City's Purchasing Department released a Request for Proposals (Bid Invitation No.
BI -0134-11) for providers to service the youth of 78415 with services including but not limited to
Youth Leadership Development, Youth Advisory Committee, Mentoring and Recreation. A
review committee was formed and reviewed 11 proposals in which 4 were recommended for
award.
Based on those recommendations and continuing service, for FY2015 we are offering an
extension of services with funding based on the approved budget from the FY15 RFP.
ALTERNATIVES:
Do not approve ordinance.
OTHER CONSIDERATIONS:
Not applicable
CONFORMITY TO CITY POLICY:
This award conforms to all City purchasing policies and procedures and State statues regulating
procurement.
EMERGENCY / NON -EMERGENCY:
Non -emergency.
DEPARTMENTAL CLEARANCES:
Purchasing Department; Legal Department
FINANCIAL IMPACT:
X Operating
X Revenue
❑ Capital
❑ Not applicable
Fiscal Year: 2014-
2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
Encumbered /
Expended Amount
This item
$193,384.84
$193,384.84
BALANCE
$193,384.84
$193,384.84
Fund(s): Grant Fund 1060
Comments: For FY15 the funded amount is for a six month period.
The subcontractor contract extensions are processed through the City's Purchasing
Department.
RECOMMENDATION:
Staff recommends appropriation of the grant money.
LIST OF SUPPORTING DOCUMENTS:
Ordinance
State Contract
Ordinance authorizing the City Manager or designee to execute a contract with
the Texas Department of Family and Protective Services for funding for
September 1, 2014 through February 28, 2015 in the total amount of $193,384.84;
authorizing appropriation in the Grants Fund No. 1060 for Community Youth
Development program contracts for the 78415 Zip Code area; to include the
extension of the subcontracts as follows: $26,100.46 to The Boys and Girls Club,
$40,275.46 to Communities In Schools of the Coastal Bend, $52,849.80 to SERCO
of Texas and $ 17,496.71 to Youth Odyssey for subcontract period September 1,
2014 through February 28, 2015.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS, THAT:
SECTION 1. That the City Manager or his designee is authorized to execute a contract
with the Texas Department of Family and Protective Services for funding for FY 2015 in
the amount of $193,384.84 for the Community Youth Development Program for the
78415 Zip Code area.
SECTION 2. That the funds described in Section 1 are appropriated in the Grants Fund
No. 1060 for Community Youth Development program for the 78415 Zip Code area.
SECTION 3. That the City Manager or his designee is authorized to execute the
extension of the subcontracts for Community Youth Development program services,
with contract periods September 1, 2014 through February 28,2015 as follows:
$26,100.46 to The Boys and Girls Club, $40,275.46 to Communities In Schools of the
Coastal Bend, $52,849.80 to SERCO of Texas and $ 17,496.71 to Youth Odyssey.
That the foregoing ordinance was read for the first time and passed to its second
reading on this the day of , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
That the foregoing ordinance was read for the second time and passed finally on this
the day of , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the th day of
ATTEST:
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
Texas Dept. of Family
and Protective Services
Purchased Client Services Contract
Renewal Amendment
Contract #23792861 Amendment #4
PEI Renewal
Amendment
June 2014
The Texas Department of Family and Protective Services, hereinafter referred to as
the Department, and City of Corpus Christi, hereinafter referred to as the Contractor,
entered into a contract effective September 1, 2010 for the purpose of providing
Community Youth Development services with a payment type of Cost Reimbursement.
The contract dated September 1, 2010 and all prior amendments and renewals are
referred to herein as the "Original Contract." This AMENDMENT #4 of Contract
#23792861 is effective September 1, 2014.
1. Purpose
Section 1.37 of the Agreement stipulates that the Contract may only be modified
through a written amendment mutually agreed upon and signed by both parties. DFPS
procured this Contract under 530-11-0006 for Community Youth Development services
and has been amended 3 times. Both DFPS and the Contractor agree that the contract
should be renewed.
2. Effect of Amendment on Contract
Unless otherwise modified, the terms and conditions of the Contract shall remain in
full force and effect.
2.1 This contract has been renewed 3 time(s) previously. The procurement, which
resulted in this contract, anticipated possible renewals and amendments of the
contract, and no additional procurement process is necessary before entering into
this renewal. The Department and the Contractor agree to amend the contract as
follows:
Effective Date of Contract. Section 1.2 of the Original Contract is amended to
include: September 1, 2014 through February 28, 2015. This contract period is
also referred to as FY 2015.
2.1.1. Incorporation by Reference. Contractor represents, and requests the
Department to rely on these representations:
2.1.1.1 If any material facts have changed, the Contractor has attached
new and current documents as indicated by the Department.
2.1.1.2. By signing this renewal, the Contractor represents and warrants to
the Department that Contractor still complies with ail previously submitted
Certifications made when entering into this agreement.
Page 1 of 2
Texas Dept. of Family
and Protective Services
Purchased Client Services Contract EtivErEI Renewal
Renewal Amendment �`"R t '= a
l411 f kSS � REZR.Eig i
2ililSEP I1 P34b
3. Contract Amount. Section 1.33 of the Original Contract is deleted in its entirety and
the following provision substituted for same:
DFPS will pay the Contractor up to $193,384.84 from available funds for services
rendered in accordance with the terms of this Contract upon receipt of a proper
and verified statement and after deducting any known previous overpayment
made by the Department.
The Budget for Purchase of Service Contracts (Form 2030) and Budget Narrative
included in the Original Contract are hereby deleted and the Form 2030 and Budget
Narrative attached hereto are substituted for same.
4. Performance Measures and Plan of Operation
The FY 2015 Performance Measures (Attachment 1) attached to this amendment
replaces the FY 2014 Performance Measures.
Unless changes are indicated in the attached Plan of Operation Certification, the
Plan of Operation for FY 2014 remains in effect for FY 2015.
The parties to Contract #23792861 have duly executed this Amendment to be effective
September 1, 2014.
Texas Department of Family
and Protective Services
tune
P i ed N.,e: Jennifer Sims
l le: Dep ' y Commissioner
Contractor: City of Corpus Christi
•
Sign.ture
Printed Name: Michael Morris
ant Title: Director of Parks and Recreation
WlotuAgi,
Date
Pagc 2 of 2
Date
AGENDA MEMORANDUM
First Reading Ordinance for the City Council Meeting of November 11, 2014
Second Reading Ordinance for the City Council Meeting of November 18, 2014
DATE:
TO:
October 29, 2014
Ronald L. Olson, City Manager
FROM: Alyssa Barrera, Business Liaison
AlyssaB@cctexas.com
(361) 826-3356
Interlocal Agreement for Downtown Safety & Security Partnership Program
CAPTION:
Ordinance authorizing the City Manager or his designee to execute a nine-month interlocal
agreement from January 1 through September 2015 with the Corpus Christi Downtown
Management District to pay the District $166,500 for contracting with Off -Duty Bike Patrol Officers
and Security Ambassadors to patrol the District; appropriating $166,500 from the unreserved fund
balance in the No. 1020 General Fund; changing the fiscal year 2014-2015 operating budget
adopted by Ordinance Number 030294 by increasing appropriations by $166,500.
PURPOSE:
The purpose of this item is to fund the "boots on the ground," for Downtown Revitalization
efforts, in accordance with the Downtown Management District's Three -Year Strategic Plan.
BACKGROUND AND FINDINGS:
On September 16, 2014, the City Council motioned to support the DMD's Three -Year Strategic
Plan and directed staff to come back with action requiring Council approval in November.
DMD and City Staff determined the highest priority item in the Three -Year Strategic Plan was to
improve the safety and perceptions of safety in the Downtown by establishing the DMD's Safety
& Security Partnership Program. This program entails hiring Off -Duty Bike Patrol Officers,
Security Ambassadors and coordinating participation of Downtown property owners to create a
network that improves the quality of the Downtown experience. Additionally, other City
Departments are looking at ways that they can contribute to the revitalization of our Downtown.
This Safety & Security Partnership Program Agreement will be supplemental to the annually -
renewing Interlocal Agreement between the City and the DMD. Staff intends to include the Safety
& Security Partnership Program into the FY 16 renewal of the DMD's Interlocal Agreement.
The funding amount for the Safety & Security Partnership Program Agreement is $166,500.
$127,500 (January — September 2015)
$39,000 Remaining Assessment Income Match
ALTERNATIVES:
Alternatives include not supporting the Safety & Security Partnership Program or allocating these
funds to the Police Department directly.
OTHER CONSIDERATIONS:
There is considerable interest and prospective investment in the Downtown. This agreement
allows the City to address needs of the Downtown without detracting from the resources allocated
to the greater area.
CONFORMITY TO CITY POLICY:
Regional Economic Development Strategic Plan
Downtown Management District 3 -Year Strategic Plan
EMERGENCY / NON -EMERGENCY:
Non -Emergency
DEPARTMENTAL CLEARANCES:
Legal, Police Department
FINANCIAL IMPACT:
X Operating ❑ Revenue
❑ Capital
❑ Not applicable
Fiscal Year:
2014-2015
Project to Date
Expenditures
(CIP only)
Current
Year
Future
Years
TOTALS
Line Item Budget
$166,500
Encumbered /
Expended Amount
This item
$166,500
BALANCE
Fund(s): Fund Balance
RECOMMENDATION:
Staff recommends approval of the Agreement and funding of the Safety & Security Partnership
Program.
LIST OF SUPPORTING DOCUMENTS:
Agreement — DMD Safety & Security Partnership Program
Ordinance - DMD Safety & Security Partnership Program
Page 1 of 2
Ordinance
Ordinance authorizing the City Manager or his designee to execute a
nine-month interlocal agreement from January 1 through September
2015 with the Corpus Christi Downtown Management District to pay
the District $166,500 for contracting with Off -Duty Bike Patrol Officers
and Security Ambassadors to patrol the District; appropriating
$166,500 from the unreserved fund balance in the No. 1020 General
Fund; changing the fiscal year 2014-2015 operating budget adopted
by Ordinance Number 030294 by increasing appropriations by
$166,500.
Be it ordained by the City Council of the City of Corpus Christi, Texas:
SECTION 1. That the City Manager or his designee is authorized to execute a nine-
month interlocal agreement through September 2015, with two possible one-year
extensions, with the Corpus Christi Downtown Management District to pay the District
$166,500 for contracting with off-duty bike patrol officers and security ambassadors to
patrol the District.
SECTION 2. That $166,500 is appropriated from the unreserved fund balance in the No.
1020 General Fund to fund a portion of this agreement.
SECTION 3. That the FY 2014-2015 operating budget adopted by Ordinance 030294 is
amended to increase expenditures by $166,500.
ATTEST: CITY OF CORPUS CHRISTI
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
Page 2 of 2
That the foregoing ordinance was read for the first time and passed to its second
reading on this the day of
, 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
That the foregoing ordinance was read for the second time and passed finally on this
the day of
, 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the day of , 2014.
ATTEST:
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
AGREEMENT FOR DOWNTOWN SAFETY & SECURITY PARTNERSHIP PROGRAM
This Agreement is executed by and between the City of Corpus Christi, (hereinafter referred to as "City"), and
Corpus Christi Downtown Management District (hereinafter referred to as "District").
SECTION 1. TERM
This Agreement shall be in effect from January 1, 2015 through September 30, 2015.
SECTION 2. SCOPE OF SERVICE
In accordance with the Scope of Services attached hereto and made a part hereof as Attachment A, District agrees
to provide City with Bike Patrol Officers and Security Ambassadors to patrol the Downtown Management District
area. District also agrees to provide City with a police supervisor to do the necessary recruiting and scheduling of
the officers (fill schedule developed by District). The Bike Patrol Officers will be Off -Duty Police Officers of the
Corpus Christi Police Department who have received the necessary approvals from the Corpus Christi Police Chief.
SECTION 3. COMPENSATION
City shall compensate District in an amount not to exceed One Hundred Sixty Six Thousand, Five Hundred Dollars
($166,500.00) for services performed under this Agreement, including necessary supplies, liability insurance,
equipment and maintenance costs for the DOWNTOWN SAFETY & SECURITY PARTNERSHIP PROGRAM. The
funding amount for the Safety & Security Partnership Program Agreement is $166,500.
$127,500 (January — September 2015)
$39,000 Remaining Assessment Income Match
In accordance with Attachment A, District shall submit properly - itemized invoices for services performed under
this Agreement and shall cooperate with and provide any other necessary information, including Benchmark
performance to City. City shall pay District within thirty (30) days after receipt of such properly -itemized invoices
according to the Texas Prompt Payment Act.
SECTION 4. CONTRACTUAL STATUS
The parties agree that the police officers and security ambassadors are not employees of the City of Corpus
Christi. As such, District is solely responsible for all employment-related taxes. District acknowledges that the
City is not responsible for any losses related to District's or the officers and ambassadors' actions. District has no
authority, express or implied, to bind or obligate City in any way.
SECTION 5. INSURANCE
District shall maintain insurance coverage as outlined in Attachment B attached hereto and incorporated herein
for all purposes.
SECTION 6. TERMINATION
A . Either party may terminate this Agreement by giving written notice to the other party at least thirty (30) days
prior to the effective date of the termination stated in the notice, or such other period as the parties may mutually
agree upon. District shall be compensated for all services satisfactorily provided prior to the effective date of such
termination.
1
B. In the event that District's services are unsatisfactory, it shall have ten (10) days after written notice from City
of such unsatisfactory services to rectify or correct the stated problem at no additional cost to City. If District fails
to rectify or correct the problem to the satisfaction of City within that period, City may terminate this Agreement.
District shall be compensated for all services satisfactorily provided prior to the effective date of such termination.
C. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement
by City are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or
otherwise, then City shall have the right to terminate this Agreement without penalty by giving prior written notice
documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall
terminate and become null and void on the last day of the fiscal period for which appropriations were received .
City agrees that it will make its best efforts to obtain sufficient funds including, but not limited to, requesting in
its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full.
SECTION 7. AMENDMENT
This agreement may be amended, modified, renewed or supplemented only by a written instrument signed by
each of the parties here to, and any such amendment may pertain to one or more than one of the provisions of
this Agreement without affecting the other provisions of this Agreement.
SECTION 8. NOTICE
Any notice, invoice, order or other correspondence require to be sent under this Agreement shall be sent by first
-class U.S. mail addressed to:
District City
Terry Sweeney
Executive Director
Corpus Christi Downtown Management
District (DMD)
223 N. Chaparral St. Suite A
Corpus Christi, TX 78401
Attn.: City Manager
P.O. Box 9277
Corpus Christi, Texas 78469-9277
Ph: (361) 826-3220
Facsimile: (361) 826-3839
SECTION 9. APPLICABLE LAWS
This Agreement shall be governed by the laws of the State of Texas and by all municipal ordinances and codes
of the City of Corpus Christi and Nueces County, Texas. Venue shall be in Nueces County, Texas.
SECTION 10. WAIVER
City's delay or inaction in pursuing remedies set forth in this Agreement, or available by law, shall not operate
as a waiver of any of City's rights or remedies contained herein or available by law.
SECTION 11. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent
2
jurisdiction , the provision shall be stricken, and all other provisions of this Agreement which can operate
independently of such stricken provision shall continue to have full force and effect .
SECTION 12. NONDISCRIMINATION
District and any subcontractors shall not discriminate against any employee or independent contractor to be
utilized in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privileges of
employment, because of race, religion, color, sex, age, handicap, disability, national origin, ancestry, disabled
veteran status or Vietnam -era veteran status. Breach of this section shall constitute a material breach of this
Agreement.
SECTION 13. CONFLICT OF INTEREST
District certifies and warrants to City that neither it nor any of its agents, representatives or employees who will
participate in the performance of any services required by this Agreement has or will have any conflict of
interest, direct or indirect, with City, in violation of Texas law or the City's Ethics Ordinance. In compliance with
Section 2-349 of the City's Code of Ordinances, the Provider shall complete the City's Disclosure of Interests
form, which is attached to this Agreement as Attachment C, the contents of which, as a completed form, are
incorporated in this document by reference as if fully set out in this Agreement.
SECTION 14. CONFIDENTIALITY
District understands that the information provided to it by City during the performance of its services is
confidential and may not be disclosed to a person not designated by City. Any work product given to or
generated by District under this Agreement shall not be made available to any individual or organization by
District without the prior written approval of City except for appropriate agencies of the United States.
SECTION 15. COMPETITIVE BIDDING
In regards to expenditures made in furtherance of this agreement, DMD shall utilize a competitive bidding
process as required by Chapter 252 of the Texas Local Government Code when making expenditure in excess of
$50,000 for any single contract or for expenditure in excess of $50,000 in the aggregate for any contract. DMD
shall not avoid the application of competitive bidding by purposely dividing a single purchase into smaller
components so that each component purchase is less than $50,000 or make component, sequential or
incremental purchases to avoid the competitive bidding requirements.
SECTION 16. INTEGRATION
This Agreement and any attachments hereto contain all terms and conditions agreed upon by the parties. No
other agreement oral or written regarding the subject matter of this Agreement or any part hereof shall have
any validity or bind the parties in any way.
SECTION 17. DUTY OF GOOD FAITH
Each party to this Agreement shall have the duty to notify the other of all claims actual or potential which might
affect the matters covered in this Agreement.
3
EXECUTED to be effective as of this day of , 2014.
CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT
By:
Name:
Title:
CITY OF CORPUS CHRISTI, TEXAS
ATTEST: CITY OF CORPUS CHRISTI
Rebecca Huerta,
City Secretary
Approved as to Form
City Attorney's Office
Ronald L. Olson
City Manager
4
ATTACHMENT A
DOWNTOWN MANAGEMENT DISTRICT — SECURITY PARTNERSHIP PROGRAM
SCOPE OF SERVICES
Overview/Summary
In order to improve safety and perceptions of safety in the Downtown, the Corpus Christi Downtown
Management District (DMD) is establishing a Safety & Security Partnership Program. As the "Security" portion
of this program, the DMD shall provide the City with "boots on the ground" in two forms of security personnel
— Bike Patrol Officers and Security Ambassadors. Additionally, the DMD will develop the "Safety" element by
coordinating with private security resources throughout the District and working with Corpus Christi Police
Department (CCPD) to provide training and establishing professional and technical networks that assist private
property owners in providing safety to their tenants and customers.
Bike Patrol Officers will be off-duty peace officers working as independent contractors to patrol the DMD. It is
intended that the Bike Patrol Officers will wear their respective police uniforms will provide a visible, customer
friendly presence, augmenting the current CCPD services in the area, to deter criminal behavior, maintain street
order and make arrests when necessary. The Bike Patrol Officers will proactively address crime issues and
interact with businesses and visitors to provide customer service assistance. Law enforcement duties
contemplated by this agreement shall be performed in the discretion and control of the Bike Patrol Officers
Security Ambassadors will patrol DMD on Segways. These Security Ambassadors shall be a customer friendly
uniformed presence that will provide customer service, act as eyes and ears for the police patrolling the DMD
and be a resource to report code violations and graffiti.
Bike Patrol Officers will patrol in pairs. The Security Ambassadors may patrol individually or in pairs. Both patrols
will be scheduled in a manner to provide the maximum impact to address street order issues and provide a
visible presence during high -visit time periods. Both Bike Patrol Officers and Security Ambassadors patrols will
be required to complete a DMD Orientation and Certified Tourism Ambassador Training.
General Patrol Area
The Bike Patrol Officers and the Security Ambassadors will patrol the DMD area from Kinney St. to 1-37 and from
the Downtown Marina to Lower Broadway St.
Duration
The Bike Patrol Officers and the Security Ambassadors will patrol January 1, 2015 -September 30, 2015. Pending
performance, the Program may be included in the Downtown Management District's Interlocal Agreement for
FY 16.
General Patrolling Hours
It is anticipated that each patrol may provide at least 4,000 patrol hours (approximately 40 hours per week on
average) during this time, depending on hourly rate and costs of insurance, equipment and repairs.
BIKE PATROL OFFICERS
Bike Patrol Area DMD will retain a Bike Patrol Supervisor who will work to recruit and schedule the Bike Patrol
Officers. DMD will work with the Bike Patrol Supervisor to develop specific beats within the DMD boundaries
described above. The Bike Patrol Officers' patrols will include Seawall, Marina, Streets, Sidewalks, Surface
Parking Lots, Garages, Parks and Other areas as directed based upon crime trends and visitorship
5
Bike Patrol General Responsibilities
The Bike Patrol Officers shall patrol the DMD area and perform duties which include but are not limited to:
Act as a visible police presence to deter criminal behavior, street order crime and enforce panhandling,
trespass, public intoxication, camping and other ordinances.
Make arrests when appropriate and request transport.
Interact with Downtown businesses and DMD Safety Partnership members to identify and address crime
issues.
Act as Downtown ambassadors, assisting motorists and pedestrians by providing directions.
Coordinate patrolling with DMD Security Ambassadors and communicate regarding crime and other public
safety issues.
SECURITY AMBASSADORS PATROL
Patrol Area
DMD shall provide Security Ambassadors and shall be responsible for developing their patrolling schedule. DMD
will develop specific beats within the DMD boundaries that also will be coordinated with the Bike Patrol beats
and will include the same areas described.
Security Ambassador General Responsibilities
The Security Ambassadors shall patrol the DMD area and perform duties which include but are not limited to:
Act as a visible security presence to deter criminal behavior.
Acts as eyes and ears of police.
Report street order crime including panhandling, trespass, public intoxication, camping and other
ordinances to the police.
Identify and report code violations and work with Corpus Christi Code Enforcement to address.
Interact with Downtown businesses and DMD Safety Partnership members to become aware and report
crime issues.
Act as Downtown ambassadors by providing visitor information, distributing maps and providing directions.
Coordinate patrolling with DMD Off -Duty Police Bike Patrol and communicate with DMD Off -Duty Police
Bike Patrol regarding crime and other public safety issues.
BENCHMARKING
DMD shall benchmark the activity and results of the Bike Patrol Officers and Security Ambassadors monthly and
report it to the City of Corpus Christi on a quarterly basis.
Benchmarks that will be tracked include:
Bike Patrol Officer & Security Ambassadors Man Hours Logged
Arrests Made
Citations/Tickets Issued
Code Violations Reported
Graffiti Sites Reported
Business Visited
DMD Safety Partnership Members Visited/Contacts Made
Tracking is intended to show trends over time. There are no quota requirement for citations or arrests.
6
ATTACHMENT B
INSURANCE REQUIREMENTS
DOWNTOWN SAFETY & SECURITY PROGRAM, PARTNER'S LIABILITY INSURANCE
A. Partner shall not commence work under this agreement until all insurance required herein has been obtained and
approved by the City's Risk Manager or designee.
B. Partner shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance, with applicable
policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk
Manager or designee. The City must be listed as an additional insured for the General Liability policy and Business
Auto Liability policy, and a waiver of subrogation is required on all applicable policies.
TYPE OF INSURANCE
MINIMUM INSURANCE COVERAGE
30 -Day Notice of Cancellation required on all certificates
by policy endorsement(s)
Bodily injury and Property Damage
Per Occurrence / aggregate
COMMERCIAL GENERAL LIABILITY
1. Broad Form
2. Premises — Operations
3. Products/Completed Operations Hazard
4. Contractual Liability
5. Broad Form Property Damage
6. Independent Partners
7. Personal and Advertising Injury
8. Professional Liability (if applicable)
9. Underground Hazard (if applicable)
10. Environmental (if applicable)
$1,000,000 Per Occurrence
WORKERS' COMPENSATION
EMPLOYER'S LIABILITY
Which Complies With The Texas Workers'
Compensation Act And Paragraph II Of
This Exhibit.
$500,000 / $500,000 / $500,000
C. In the event of accidents of any kind related to this project, Partner shall furnish the Risk Manager with copies of
all reports of such accidents within ten (10) days of the accident.
11. ADDITIONAL REQUIREMENTS
A. Partner must obtain workers' compensation coverage through a licensed insurance company in
accordance with Texas law. The contract for coverage must be written on a policy and
endorsements approved by the Texas Department of Insurance. The coverage provided must
be in amounts sufficient to assure that all workers' compensation obligations incurred will be
promptly met. An "All States endorsement shall be included for Companies not domiciled in
Texas.
B. Partner shall obtain and maintain in full force and effect for the duration of this Contract, and
any extension hereof, at Partner's sole expense, insurance coverage written on an occurrence
basis, by companies authorized and admitted to do business in the State of Texas and with an
A.M. Best's rating of no less than A- VII.
C. Partner shall be required to submit replacement certificate of insurance to City at the address
provided below within 10 days of the requested change. Partner shall pay any costs incurred
resulting from said changes. All notices under this Article shall be given to City at the following
address:
City of Corpus Christi
Attn: Risk Management
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Partner agrees that with respect to the above required insurance, all insurance policies are to contain
or be endorsed to contain the following required provisions:
List the City and its officers, officials, employees, volunteers, and elected representatives as additional
insured by endorsement, or comparable policy language, as respects to operations, completed
operations and activities of, or on behalf of, the named insured performed under contract with the City.
The "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional
insured shown on the policy;
Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of
the City; and
Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation,
non -renewal or material change in coverage, and not less than ten (10) calendar days advance written
notice for nonpayment of premium.
E. City shall have the option to suspend Partner's agreement should there be a lapse in coverage at any
time during this contract. Failure to provide and to maintain the required insurance shall constitute a
material breach of this contract.
F. In addition to any other remedies the City may have upon Partner's failure to provide and maintain any
insurance or policy endorsements to the extent and within the time herein required, the City shall have
the right to order Partner to stop work hereunder, and/or withhold any payment(s) which become due
to Partner hereunder until Partner demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which Partner may be
held responsible for payments of damages to persons or property resulting from Partners performance
of the work covered under this agreement.
H. It is agreed that Partner's insurance shall be deemed primary and non-contributory with respect to any
insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations and
completed operations and activities under this agreement.
8
I. It is understood and agreed that the insurance required is in addition to and separate from any other
obligation contained in this agreement.
2014 ins req.
City Manager's Office
Downtown Safety and Security Partnership Program
Agreement with Downtown Management District
10/29//2014 ds Risk Mgmt.
9
SUPPLIER NUMBER
TO BE ASSIGNED BY CITY
PURCHASING DIVISION
City of
Corpus
Christi
ATTACHMENT C
CITY OF CORPUS CHRISTI
DISCLOSURE OF INTEREST
Corpus Christi Code § 2-349, as amended, requires all persons or firms seeking to do business
with the City to provide the following information. Every question must be answered. If the
question is not applicable, answer with "NA". See next page for Filing Requirements, Certification
and Definitions.
COMPANY NAME:
STREET ADDRESS:
CITY:
STATE:
P.O. BOX:
ZIP:
FIRM IS: 1. Corporation ❑ 2. Partnership ❑ 3. Sole Owner ❑
4. Association ❑ 5. Other ❑
If additional space is necessary, please use the reverse side of this page or attach separate sheet.
1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest"
constituting 3% or more of the ownership in the above named "firm."
Name Job Title and City Department (if known)
2. State the names of each "official" of the City of Corpus Christi having an "ownership interest"
constituting 3% or more of the ownership in the above named "firm."
Name Title
3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest"
constituting 3% or more of the ownership in the above named "firm."
Name Board, Commission or Committee
4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who
worked on any matter related to the subject of this contract and has an "ownership interest"
constituting 3% or more of the ownership in the above named "firm."
Name Consultant
10
FILING REQUIREMENTS
If a person who requests official action on a matter knows that the requested action will confer an
economic benefit on any City official or employee that is distinguishable from the effect that the
action will have on members of the public in general or a substantial segment thereof, you shall
disclose that fact in a signed writing to the City official, employee or body that has been requested
to act in the matter, unless the interest of the City official or employee in the matter is apparent.
The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics
Ordinance Section 2-349 (d)].
CERTIFICATION
I certify that all information provided is true and correct as of the date of this statement, that I
have not knowingly withheld disclosure of any information requested, and that supplemental
statements will be promptly submitted to the City of Corpus Christi, Texas, as changes occur.
Certifying Person: Title:
Signature of Date:
Certifying Person:
DEFINITIONS
a. "Board member." A member of any board, commission, or committee of the city, including the board
of any corporation created by the city.
b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect
on that interest that is distinguishable from its effect on members of the public in general or a substantial
segment thereof.
c. "Employee." Any person employed by the city, whether under civil service or not, including part-time
employees and employees of any corporation created by the city.
d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and
whether established to produce or deal with a product or service, including but not limited to, entities
operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint
stock company, joint venture, receivership or trust, and entities which for purposes of taxation are
treated as non-profit organizations.
e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City
Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi,
Texas.
f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm,
including when such interest is held through an agent, trust, estate, or holding entity. "Constructively
held" refers to holdings or control established through voting trusts, proxies, or special terms of venture
or partnership agreements.
g.
"Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi
for the purpose of professional consultation and recommendation.
11
AGENDA MEMORANDUM
First Reading for the City Council Meeting of November 11, 2014
Second Reading for the City Council Meeting of November 18, 2014
DATE: November 11, 2014
TO: Ronald L. Olson, City Manager
FROM: Constance P. Sanchez, Director of Financial Services
ConstanceP@cctexas.com
(361) 826-3227
Authorization for the Issuance of Utility System Revenue Bonds — Fixed Rate
CAPTION:
Ordinance authorizing the issuance of one or more series of City of Corpus Christi,
Texas Utility System Junior Lien Revenue Improvement Bonds, in an aggregate
principal amount, when combined with other City Utility System Revenue Obligations
authorized on the date hereof, not to exceed $115,000,000, pursuant to the delegation
provisions set forth herein; making provisions for the payment and security thereof by a
junior and inferior lien on and pledge of the net revenues of the City's Utility System on
a parity with certain currently outstanding Utility System Revenue Obligations;
stipulating the terms and conditions for the issuance of additional revenue bonds on a
parity therewith; prescribing the forms, terms, conditions, and resolving other matters
incident and related to the issuance, sale and delivery of each series of bonds; including
the approval and distribution of one or more Official Statements pertaining thereto;
authorizing the execution of one or more paying agent/registrar agreements, and one or
more purchase contracts; complying with the requirements imposed by the letter of
representations previously executed with the depository trust company; establishing the
City's intention to reimburse itself from the proceeds of any such series of bonds for the
prior lawful expenditure of funds to construct various City improvements; delegating the
authority to certain members of the City staff to execute certain documents relating to
the sale of each series of bonds; and providing an effective date.
PURPOSE:
The City plans on issuing up to $115,000,000 of Utility System Revenue Bonds to fund
utility projects outlined in Year 1 of the Fiscal Year 2015 Capital Improvement Plan. In
an effort to provide the City with the most flexibility, authorization is being requested for
the issuance of both fixed rate bonds (with approval of this agenda item) and variable
rate bonds (with approval of a subsequent agenda item). Consideration will be given to
issuing variable rate bonds at the time of pricing, upon consultation by both the City's
financial advisor and bond counsel. Interest rates on short-term variable rate debt are
substantially lower than on fixed rate, which could provide the City rate pressure relief.
BACKGROUND AND FINDINGS:
With the beginning of the new fiscal year, it is the City's intent to fully fund the utility
projects outlined in Year 1 of the Fiscal Year 2015 Capital Improvement Plan (CIP) with
Utility System Revenue Bonds. Included in these bonds will be funding for capital
expenditures related to the acquisition, construction, equipping, or furnishing of any
project or facility related to the City's Combined Utility System.
Because of the fluctuating conditions in the municipal bond market, our financial advisor
has recommended that the City Council delegate to the City Manager, Deputy City
Manager, Assistant City Manager for General Government and Operations Support, and
the Director of Financial Services (the "Delegated Officials") the authority to effect the
sale of the bonds subject to the following parameters: (1) the principal amount in total of
all bonds sold may not exceed $115,000,000 and (2) none of the bonds shall bear
interest at a rate greater than 6% per year. The City's bond counsel has confirmed that
the City can delegate the sale of the bonds to the Delegated Officials in the manner
outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas
Government Code.
In addition, this ordinance gives the City the authority to reimburse itself from bond
proceeds for qualifying expenditures. In order to adhere to the time schedules to insure
timely completion of the CIP projects, the City must move forward with contracts prior to
the completion of the final closing on the bonds. These amounts will not exceed
$115,000,000. For the City to be eligible for reimbursement of any expenditure incurred
prior to the bond sale, the City must declare its intent to reimburse itself for payments
made prior to the bonds being sold. This action must meet specific U. S. Treasury
Regulations and requires approval by the City Council.
ALTERNATIVES: n/a
OTHER CONSIDERATIONS: n/a
CONFORMITY TO CITY POLICY:
This item conforms to City policy.
EMERGENCY/NON-EMERGENCY:
Issuance of municipal obligations are exempted from the City's charter provision
regarding dual reading and/or emergency adoption provisions pursuant to the provisions
of Section 1201.028, as amended, Texas Government Code.
DEPARTMENTAL CLEARANCES:
Bond Counsel
Legal Department
FINANCIAL IMPACT:
❑ Not Applicable ❑ Operating Expense
X Revenue
❑ CIP
FISCAL YEAR:
Project to Date Exp.
(CIP Only)
Current
Year
Future
Years
TOTALS
Budget
-
$115,000,000
-
$ 115,000,000
Encumbered/Expended
amount of (date)
-
-
-
-
This item
-
$115,000,000
-
$ 115,000,000
BALANCE
-
-
-
-
FUND(S): CIP Funds
COMMENTS: n/a
RECOMMENDATION:
Staff recommends approval of the ordinance as presented.
LIST OF SUPPORTING DOCUMENTS:
Ordinance
ORDINANCE NO.
DRAFT 11/4/2014
AUTHORIZING THE ISSUANCE OF ONE OR MORE SERIES OF CITY
OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN
REVENUE IMPROVEMENT BONDS, IN AN AGGREGATE PRINCIPAL
AMOUNT, WHEN COMBINED WITH OTHER CITY UTILITY SYSTEM
REVENUE OBLIGATIONS AUTHORIZED ON THE DATE HEREOF,
NOT TO EXCEED $115,000,000, PURSUANT TO THE DELEGATION
PROVISIONS SET FORTH HEREIN; MAKING PROVISIONS FOR THE
PAYMENT AND SECURITY THEREOF BY A JUNIOR AND INFERIOR
LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY'S
UTILITY SYSTEM ON A PARITY WITH CERTAIN CURRENTLY
OUTSTANDING UTILITY SYSTEM REVENUE OBLIGATIONS;
STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE
OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH;
PRESCRIBING THE FORMS, TERMS, CONDITIONS, AND
RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE
ISSUANCE, SALE, AND DELIVERY OF EACH SERIES OF BONDS;
INCLUDING THE APPROVAL AND DISTRIBUTION OF ONE OR
MORE OFFICIAL STATEMENTS PERTAINING THERETO;
AUTHORIZING THE EXECUTION OF ONE OR MORE PAYING
AGENT/REGISTRAR AGREEMENTS, AND ONE OR MORE
PURCHASE CONTRACTS; COMPLYING WITH THE REQUIREMENTS
IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY
EXECUTED WITH THE DEPOSITORY TRUST COMPANY;
ESTABLISHING THE CITY'S INTENTION TO REIMBURSE ITSELF
FROM THE PROCEEDS OF ANY SUCH SERIES OF BONDS FOR THE
PRIOR LAWFUL EXPENDITURE OF FUNDS TO CONSTRUCT
VARIOUS CITY IMPROVEMENTS; DELEGATING THE AUTHORITY
TO CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE
CERTAIN DOCUMENTS RELATING TO THE SALE OF EACH SERIES
OF BONDS; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the
City) has heretofore issued, and there are currently Outstanding, revenue bonds (the Previously
Issued Priority Bonds) secured by a first and prior lien on and pledge of the Net Revenues (as
hereinafter defined) of the City's combined utility systems (as further described and defined
herein, the System); and
WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued
Priority Bonds, the City reserved the right to issue revenue bonds on parity with the Priority
Bonds (as hereinafter defined); and
82296485.8
WHEREAS, the City Council has heretofore issued, and there are currently outstanding
revenue bonds (the Previously Issued Junior Lien Obligations) secured by a lien on and pledge
of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the
repayment of the Priority Bonds; and
WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued
Junior Lien Obligations, the City reserved the right to issue revenue bonds on a parity with the
Junior Lien Obligations (as hereinafter defined) from time to time outstanding; and
WHEREAS, the City Council has heretofore issued, and there are currently outstanding,
obligations supported by a lien on and pledge of the Net Revenues of the System that are inferior
to the lien thereon and pledge thereof securing the Priority Bonds and the Junior Lien
Obligations but superior to the lien thereon and pledge thereof securing the hereinafter -defined
Previously Issued Inferior Lien Obligations (the Previously Issued Subordinate Lien
obligations); and
WHEREAS, the City Council has heretofore entered into a certain Federal Contract (as
hereinafter defined) supported by a lien on and pledge of the Net Revenues of the System
inferior to the lien thereon and pledge thereof securing the Priority Bonds, the Junior Lien
Obligations, and the Previously Issued Subordinate Lien Obligations (such Federal Contract, the
Previously Issued Inferior Lien Obligations); and
WHEREAS, the City Council has determined for the purpose of improving the credit
quality of its Junior Lien Obligations, which has become its primary lien for issuing System debt,
that it will no longer issue obligations secured by a first and prior lien on and pledge of the Net
Revenues of the System, on parity with the lien thereon and pledge thereof securing the
Previously Issued Priority Bonds, for new money purposes and, at such time as no Priority
Bonds remain outstanding, all System revenue obligations now subordinate and inferior to the
Priority Bonds in priority of lien on and pledge of Net Revenues shall be elevated in kind in
priority of lien and payment; and
WHEREAS, the City Council deems it appropriate and in its best interest to issue the
hereinafter authorized revenue bonds, in one or more series, for the primary purpose of
acquiring, purchasing, constructing, improving, repairing, extending, equipping, enlarging, and
renovating the System; and
WHEREAS, the City Council hereby finds and determines that, pursuant to the authority
provided by Chapter 1371, as amended, Texas Government Code (Chapter 1371), the delegation
to each Authorized Official (as hereinafter defined) of the authority to execute an Approval
Certificate (as hereinafter defined) relating to each series of bonds issued hereunder (a form of
which Approval Certificate is attached hereto as Schedule I) to establish and approve the final
terms of sale of any such series of bonds (within the parameters specified herein) is in the best
interest of the City; and
WHEREAS, the City is empowered by the provisions of Chapter 1371 and Chapter 1502,
as amended, Texas Government Code (together, the Act), and the City's Home Rule Charter to
issue revenue bonds in the manner herein contemplated; and
82296485.8
-2-
WHEREAS, prior to the issuance of a series of bonds hereunder, the City may elect to
initially utilize other lawfully available funds to enter into various contracts to finance some or
all of the capital costs associated with the System improvements for which bonds are to be issued
hereunder; and
WHEREAS, the provisions of Section 1201.042, as amended, Texas Government Code
(Section 1201.042) provide that the proceeds from the sale of obligations issued to finance the
acquisition, construction, equipping, or furnishing of any project or facilities, such as the System
improvements for which bonds are issued hereunder, may be used to reimburse the City for costs
attributable to such project or facilities paid or incurred before the date of issuance of such
bonds; and
WHEREAS, the United States Department of Treasury (the Department) released
Regulation Section 1.150-2 (the Regulations) which establishes when the proceeds of obligations
are spent and therefore are no longer subject to various federal income tax restrictions contained
in the Internal Revenue Code of 1986, as amended (the Code); and
WHEREAS, the City intends to reimburse itself, within eighteen months from the later of
the date of expenditure or the date the property financed is placed in service (but in no event
more than three years after the original expenditures are paid), for the prior lawful capital
expenditure of funds from the proceeds of a series of Bonds issued hereunder; and
WHEREAS, under the Regulations, to fund such reimbursement with proceeds of Bonds
issued hereunder, the City must declare its expectation ultimately to make such reimbursement
before making the expenditures; and
WHEREAS, the City Council hereby finds and determines that the reimbursement for the
prior expenditure of funds of the City is not inconsistent with the City's budgetary and financial
circumstances; and
WHEREAS, the City Council hereby finds and determines that the actions authorized
hereby and the adoption of this Ordinance are in the best interest of the residents of the City, and
now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS:
SECTION 1: Authorization - Designation - Principal Amount - Purpose. One or more
series of revenue bonds of the City shall be and are hereby authorized to be issued, from time to
time and in accordance with the limitations described in Section 2, to be designated CITY OF
CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT
BONDS (as further designated by series) (the Bonds), under and in accordance with the terms of
this ordinance adopted by the City Council (the Ordinance), for the purposes of (i) acquiring,
purchasing, constructing, improving, repairing, extending, enlarging, equipping, and renovating
the System and (ii) paying the costs of issuance relating thereto. The Bonds shall be payable
from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged
Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the
lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and
82296485.8
-3-
superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien
Obligations and the Inferior Lien Obligations. The Bonds are authorized to be issued pursuant to
the authority conferred by and in conformity with the laws of the State of Texas, including,
particularly the Act, the City's Home Rule Charter, and this Ordinance
SECTION 2: As authorized by Chapter 1371, the City Manager of the City, the Deputy
Manager of the City, the Assistant City Manager for General Government and Operations
Support, and the City's Director of Financial Services (each of the foregoing, individually, an
Authorized Official) are hereby authorized, appointed, and designated as the officers of the City
authorized to individually act on behalf of the City in selling and delivering the Bonds authorized
herein and carrying out the procedures specified in this Ordinance, including the:
(1) Aggregate principal amount of each maturity of the Bonds;
(2) Rate of interest to be borne on the principal amount of each maturity;
(3) Interest payment dates;
(4) Extraordinary, optional, and/or mandatory redemption provisions;
(5) Pricing of each series of Bonds, including use of premium, discount,
underwriters' compensation, and costs of issuance;
(6) Underwriting syndicate for each series of Bonds, including the
identification of the senior and book running manager and co -managers, respectively, for
each such series;
(7)
Dated Date (defined herein); and
(8) Further designation of each series of Bonds by year issued and the number
of similarly -secured series of bonds issued during the then -current calendar year.
Each series of Bonds issued under this Ordinance shall be issued within the following
parameters:
(1) The total principal amount of (i) all series of Bonds issued hereunder and
(ii) all series of bonds issued under the Concurrently Approved Ordinances, shall not
exceed $115,000,000;
(2) The maximum maturity for any series of Bonds issued hereunder shall be
July 15, 2054;
(3) On a combined basis by series (and not on a per maturity basis within a
series), the maximum true interest cost (as determined by federal arbitrage yield)
applicable to any series of Bonds issued hereunder shall not exceed a rate greater 6.00%
per annum;
(4) The final series of Bonds issued hereunder must be sold not later than
November 18, 2015 (though the closing of a particular series of Bonds sold in accordance
82296485.8
-4-
with this provision may occur after November 18, 2015, so long as such closing period is
determined by an Authorized Official to be of reasonable duration); and
(5) Each series of Bonds must be sold on a negotiated basis to an underwriting
syndicate selected in accordance with this Section (as provided in subpart (6) above).
In addition to the foregoing, each Authorized Official 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 Official chooses to purchase a debt service reserve surety policy or similar credit
facility relating to the Bonds, then the Authorized Official shall be permitted to execute an
insurance or similar reimbursement agreement in substantially the form attached hereto as
Exhibit D (which form is hereby approved) in connection with such purchase. The execution of
an Approval Certificate relating to a series of Bonds issued hereunder 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, no series of
Bonds shall be delivered unless prior to their initial delivery, such series of Bonds has 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 an
Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final
terms applicable to a series of Bonds.
SECTION 3: Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Interest Rates - Dated Date. The Bonds are issuable in fully registered form only;
shall be dated , 2014 (the Dated Date); shall be in denominations of $5,000 or any
integral multiple thereof, shall be lettered "R-" and numbered consecutively from One (1)
upward and principal shall become due and payable on July 15 in each of the years and in
principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from
the Dated Date, or the most recent Interest Payment Date to which interest has been paid or duly
provided for, to the earlier of redemption or Stated Maturity, at the rates per annum in
accordance with the following schedule:
Stated Maturities Principal Interest
(July 15) Amounts ($) Rates (%)
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
82296485.8
-5-
Stated Maturities Principal Interest
(July 15) Amounts ($) Rates (%)
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
SECTION 4: Payment of Bonds - Interest Payments - Paying Agent/Registrar. The
principal of, premium, if any, and 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 and interest on the Bonds shall be without exchange or
collection charges to the Holder (as hereinafter defined) of the Bonds.
The Bonds shall bear interest on the unpaid principal amount thereof at the per annum
rates shown above in Section 3, 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 (the Interest Payment Date), commencing , 20 , while the Bonds are
Outstanding.
The selection and appointment of , , , to serve as the initial
Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and
confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate
trust office of the Paying Agent/Registrar books and records (the Security Register) for the
registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the
terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final
form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying
Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a
Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying
Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a
corporation organized and doing business under the laws of the United States of America or of
any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar
shall be subject to supervision or examination by federal or state authority and authorized by law
to serve as a Paying Agent/Registrar.
82296485.8
-6-
The City reserves the right to appoint a successor Paying Agent/Registrar upon providing
the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance
terminating such agency. Additionally, the City agrees to promptly cause a written notice of this
substitution to be sent to each Holder of the Bonds by United States mail, first-class postage
prepaid, which notice shall also give the address of the new Paying Agent/Registrar.
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 Agent/Registrar as hereinafter provided (i) on the Record Date (defined
herein) for purposes of payment of interest thereon and (ii) on the date of surrender of the Bonds
for purposes of receiving payment of principal thereof at the Bonds' Stated Maturity or upon
prior redemption of the Bonds. The City and the Paying Agent/Registrar, and any agent of
either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all
other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of
either, shall be affected by notice to the contrary.
Principal of, and premium, if any, on the Bonds shall be payable only upon presentation
and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on
the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of
business on the last business day of the month next preceding an Interest Payment Date for the
Bonds (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.
If the date for the payment of the principal of, premium, if any, or interest on the Bonds
shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city
where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a day. The payment on such date shall have the same force and effect as if made on
the original date any such payment on the 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 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 5: Redemption.
A. Mandatory Redemption of Bonds. The Bonds stated to mature on July 15, 20 ,
July 15, 20, and July 15, 20, respectively, are referred to herein as the "Term Bonds".
82296485.8
-7-
The Term Bonds are subject to mandatory sinking fund redemption prior to their stated
maturities from money required to be deposited in the Bond Fund (but not the Reserve Fund) for
such purpose and shall be redeemed in part, by lot or other customary method, at the principal
amount thereof plus accrued interest to the date of redemption in the following principal amounts
on July 15 in each of the years as set forth below:
Term Bonds Stated to Mature Term Bonds Stated to Mature Term Bonds Stated to Mature
Year
on July 15, 20
Principal
Amount ($)
*
*Payable at stated maturity
Year
on July 15, 20 on July 15, 20
Principal
Amount ($)
Year
Principal
Amount ($)
The principal amount of a Term Bond required to be redeemed pursuant to the operation
of such mandatory redemption provisions shall be reduced, at the option of the City, by the
principal amount of any Term Bonds of such stated maturity which, at least 50 days prior to the
mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to
the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the
Paying Agent/Registrar at the request of the City with money in the Bond Fund (but not the
Reserve Fund), or (3) shall have been redeemed pursuant to the optional redemption provisions
set forth below and not theretofore credited against a mandatory redemption requirement.
B. Optional Redemption. The Bonds having Stated Maturities on and after July 15,
20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on
July 15, 20, or any date thereafter, as a whole or in part, in principal amounts of $5,000 or
any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by
the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of
redemption.
C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set
for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to
exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed,
and the date set for the redemption thereof. The decision of the City to exercise the right to
redeem Bonds shall be entered in the minutes of the City Council.
D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall
select at random and by lot the Bonds to be redeemed, provided that if less than the entire
principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond
82296485.8
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then subject to redemption as representing the number of Bonds Outstanding which is obtained
by dividing the principal amount of such Bond by $5,000.
E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first-class postage
prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each
Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on
the Security Register at the close of business on the business day next preceding the date of
mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to
have been duly given irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds,
(ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state
that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due
and payable on the redemption date specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount
thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar
only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to
redemption and has been called for redemption and notice of redemption thereof has been duly
given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed)
so called for redemption shall become due and payable, and if money sufficient for the payment
of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable
redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on
the redemption date designated in such notice, interest on 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).
F. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be
required (i) to transfer or exchange any Bond during a period beginning forty-five (45) days prior
to the date fixed for redemption of the Bonds or (ii) to transfer or exchange any Bond selected
for redemption, provided; however, such limitation of transfer shall not be applicable to an
exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in
part.
SECTION 6: Execution - Registration. The Bonds shall be executed on behalf of the
City by its Mayor, its seal reproduced or impressed thereon, and attested by the City Secretary.
The signature of either officer on the Bonds may be manual or facsimile. Bonds bearing the
manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper
officers of the City shall bind the City, notwithstanding that such individuals or either of them
shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers (defined
herein), all as authorized and provided in Chapter 1201, as amended, Texas Government Code.
82296485.8
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No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 9C, 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 9D, 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 7: 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 terms hereof, be transferred or exchanged for Bonds of other
authorized denominations upon the Security Register by the Holder, in person or by his duly
authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation,
accompanied by a written instrument of transfer or request for exchange duly executed by the
Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of any Bond at the corporate trust office of the Paying
Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver,
in the name of the designated transferee or transferees, one or more new Bonds of authorized
denomination and having the same Stated Maturity and of a like interest rate and aggregate
principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds may be exchanged for other Bonds of the same series
and of authorized denominations and having the same Stated Maturity, bearing the same rate of
interest and of like aggregate principal amount as the Bonds surrendered for exchange upon
surrender of the Bonds to be exchanged at the corporate trust office of the Paying
Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute,
and the Paying Agent/Registrar shall register and deliver, the Bonds, to the Holder requesting the
exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at
his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and
binding obligations of the City, evidencing the same obligation to pay, and entitled to the same
benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any fee, tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the
same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or
82296485.8
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transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered
and delivered pursuant to Section 28 in lieu of a mutilated, lost, destroyed, or stolen Bond which
shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond.
SECTION 8: Initial Bond(s). The Bonds herein authorized shall be issued initially
either (i) as a single fully -registered Bond in the total principal amount of $ with
principal installments to become due and payable as provided in Section 3 and numbered T-1, or
(ii) as one (1) fully -registered Bond for each year of Stated Maturity in the applicable principal
amount and denomination and to be numbered consecutively from T-1 and upward (the Initial
Bond(s)) and, in either case, the Initial Bond(s) shall be registered in the name of the initial
purchasers or the designee thereof. The Initial Bond(s) 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 initial
purchasers. Any time after the delivery of the Initial Bond(s), the Paying Agent/Registrar shall
cancel the Initial Bond(s) delivered hereunder and exchange therefor definitive Bonds 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 initial purchasers, or the
designee thereof, and such other information and documentation as the Paying Agent/Registrar
may reasonably require.
SECTION 9: Forms.
A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Certificate of Paying Agent/Registrar, and the form of
Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this
Section with such appropriate insertions, omissions, substitutions, and other variations as are
permitted or required by this Ordinance and may have such letters, numbers, or other marks of
identification (including insurance legends in the event the Bonds, or any Stated Maturities
thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities
Identification Procedures of the American Bankers Association) and such legends and
endorsements (including 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 otherwise
reproduced.
B. Form of Definitive Bond.
82296485.8
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REGISTERED
REGISTERED PRINCIPAL AMOUNT
NO. $
United States of America
State of Texas
Counties of Nueces, Aransas, Kleberg, and San Patricio
CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM
JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 20
Dated Date:
, 20
REGISTERED OWNER:
Interest Rate:
Stated Maturity: CUSIP NO:
PRINCIPAL AMOUNT: DOLLARS
The City of Corpus Christi, Texas (the City), a body corporate and a municipal
corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of
Texas, for value received, 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,
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 30 -day months; such interest being payable on
January 15 and July 15 of each year commencing , 20
Principal and premium, if any, of the Bond shall be payable to the Registered Owner
hereof (the Holder) upon presentation and surrender, at the corporate trust office of the Paying
Agent/Registrar executing the registration certificate appearing hereon or a successor thereof.
Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as
defined in the Ordinance hereinafter referenced) whose name appears on the Security Register
maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is
the last business day of the month next preceding each interest payment date. All payments of
principal of and interest on this Bond shall be in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts.
Interest shall be paid by the Paying Agent/Registrar by check sent on the appropriate date of
payment by United States Mail, first-class postage prepaid, to the Holder hereof at the address
appearing in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $ (the Bonds) pursuant to an ordinance adopted by the governing body
of the City (the Ordinance), for the purpose of (i) acquiring, purchasing, constructing,
improving, repairing, extending, enlarging, equipping, and renovating the System and (ii) paying
the costs of issuance relating thereto. The Bonds are authorized to be issued pursuant to the
82296485.8
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authority conferred by and in conformity with the Constitution and laws of the State of Texas,
particularly Chapters 1371 and 1502, as amended, Texas Government Code, the City's Home
Rule Charter, and the Ordinance. The Bonds shall be payable from and equally and ratably
secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a
lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge
thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon
and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior
Lien Obligations.
The Bonds stated to mature on July 15, 20, July 15, 20, and July 15, 20,
respectively, are referred to herein as the Term Bonds. The Term Bonds are subject to
mandatory sinking fund redemption prior to their stated maturities from money required to be
deposited in the Bond Fund (but not the Reserve Fund) for such purpose and shall be redeemed
in part, by lot or other customary method, at the principal amount thereof plus accrued interest to
the date of redemption in the following principal amounts on July 15 in each of the years as set
forth below:
Term Bonds Stated to Mature Term Bonds Stated to Mature Term Bonds Stated to Mature
on July 15, 20 on July 15, 20 on July 15, 20
Year
Principal
Amount ($)
*
*Payable at stated maturity
Year
Principal
Amount ($)
Year
Principal
Amount ($)
The principal amount of a Term Bond required to be redeemed pursuant to the operation
of such mandatory redemption provisions shall be reduced, at the option of the City, by the
principal amount of any Term Bonds of such stated maturity which, at least 50 days prior to the
mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to
the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the
Paying Agent/Registrar at the request of the City with money in the Bond Fund (but not the
Reserve Fund), or (3) shall have been redeemed pursuant to the optional redemption provisions
set forth below and not theretofore credited against a mandatory redemption requirement.
The Bonds stated to mature on and after July 15, 20 may be redeemed prior to their
Stated Maturities, at the option of the City, on July 15, 20 or on any date, 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
82296485.8
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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 duly given, then upon such redemption date this Bond
(or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if
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. In the event of a partial
redemption of the principal amount of this Bond, payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
this Bond to the corporate trust office of the Paying Agent/Registrar and, there shall be issued to
the registered owner hereof, without charge, a new Bond or Bonds of like 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 is called for redemption, in whole or in part, the City or
the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within
forty-five (45) days of the date fixed for redemption; provided, however, such limitation of
transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof
in the event of its redemption in part.
The Bonds of this series are special obligations of the City, issued as Junior Lien
Obligations, payable from and equally and ratably secured by a lien on and pledge of the Junior
Lien Pledged Revenues, being (primarily) a lien on and pledge of the Net Revenues derived from
the operation of the City's utility system (as further described in the Ordinance, the System), that
is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority
Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of
the Subordinate Lien Obligations and the Inferior Lien Obligations. In the Ordinance, the City
reserves and retains the right to issue Additional Priority Bonds, Additional Junior Lien
Obligations, Additional Subordinate Lien Obligations, and Additional Inferior Lien Obligations
without limitation as to principal amount but subject to any terms, conditions, or restrictions set
forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not
constitute a legal or equitable pledge, charge, lien, or encumbrance upon any property of the City
or System, except with respect to the Junior Lien Pledged Revenues.
The Holder hereof shall never have the right to demand payment of this obligation out of
any funds raised or to be raised by taxation.
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 and nature of the
Junior Lien Pledged Revenues pledged for the payment of the Bonds; the terms and conditions
under which the City may issue Additional Priority Bonds, Additional Junior Lien Obligations,
82296485.8
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Additional Subordinate Lien Obligations, and Additional Inferior Lien Obligations; the terms
and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the
Ordinance may be amended or supplemented with or without the consent of the Holders; the
rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and
provisions upon which this Bond may be redeemed or discharged at or prior to the Stated
Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms
and provisions specified in the Ordinance. Capitalized terms used herein have the same
meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register upon presentation and surrender at the corporate trust office of the
Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly
authorized agent, and thereupon one or more new fully registered Bonds of the same Stated
Maturity, of authorized denominations, bearing the same rate of interest, and of the same
aggregate principal amount will be issued to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder
hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof
for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as
the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or
its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other
purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall
be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a
Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the City. Notice of the Special Record
Date and of the scheduled payment date of the past due interest (the Special Payment Date -
which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by United States mail, first-class postage prepaid,
to the address of each Holder appearing on the Security Register at the close of business on the
last business day next preceding the date of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things
required to be performed, exist, and be done precedent to the issuance of this Bond in order to
render the same a legal, valid, and binding special 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 and interest on the Bonds by a
pledge of and lien on the Junior Lien Pledged Revenues. In case any provision in this Bond or
any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality,
and enforceability of the remaining provisions and applications shall not in any way be affected
or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be
construed in accordance with and shall be governed by the laws of the State of Texas.
82296485.8
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82296485.8
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IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed
facsimile signature of the Mayor of the City, attested by the imprinted or lithographed facsimile
signature of the City Secretary, and the official seal of the City has been duly affixed to, printed,
lithographed or impressed on this Bond.
ATTEST:
City Secretary
(SEAL)
82296485.8
CITY OF CORPUS CHRISTI, TEXAS
Mayor
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C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Bond(s) 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
(SEAL)
* Bond to Printer: Not to appear on printed Bonds
82296485.8
Comptroller of Public Accounts
of the State of Texas
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Only.
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds
CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued under the provisions of the within -mentioned Ordinance;
the Bond or Bonds of the above -entitled and designated series originally delivered having been
approved by the Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this date:
* Bond to Printer: to appear on printed Bonds
82296485.8
as Paying Agent/Registrar
By:
Authorized Signature
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-19-
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:
82296485.8
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F. The Initial Bond(s) shall be in the form set forth in paragraph B of this Section,
except that the form of a single fully registered Initial Bond shall be modified as follows:
(1) immediately under the name of the Bond(s) the headings "Interest Rate"
and "Stated Maturity" shall both be completed "as shown below";
(2) the first two paragraphs shall read as follows:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Corpus Christi, Texas (the City), a body corporate and a municipal
corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of
Texas, for value received, 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 ($) Rates (%)
(Information to be inserted from
schedule in Section 3 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, 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 30 -day months; such interest being payable on January 15 and July 15 of each year,
commencing 15, 20
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
(the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond
whose name appears on the Security Register maintained by the Paying Agent/Registrar at the
close of business on the Record Date, which is the last business day of the month next preceding
each interest payment date. All payments of principal of and interest on this Bond shall be in
any coin or currency of the United States of America which at the time of payment is legal tender
for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar
by check sent on or prior to the appropriate date of payment by United States mail, first-class
postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such
other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of, the Holder hereof.
G. Insurance Legend. If bond insurance is obtained by the Purchasers or the City for
the Bonds, the definitive Bonds and the Initial Bond(s) shall bear an appropriate legend as
provided by the insurer.
82296485.8
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SECTION 10: Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in
this Section have the meanings assigned to them in this Section, and certain terms used in
Sections 30 and 44 of this Ordinance have the meanings assigned to them in such Sections, and
all such terms include the plural as well as the singular; (ii) all references in this Ordinance to
designated "Sections" and other subdivisions are to the designated Sections and other
subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof", and
"hereunder" and other words of similar import refer to this Ordinance as a whole and not to any
particular Section or other subdivision.
A. The term Accountant shall mean a nationally recognized independent certified
public accountant, or an independent firm of certified public accountants.
B. The term Additional Inferior Lien Obligations shall mean (i) any bonds, notes,
warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part
from and equally and ratably secured by a lien and pledge of the Net Revenues, which pledge is
subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged
to the payment of the Priority Bonds, that is included in Junior Lien Pledged Revenues, that is or
will be pledged to the payment of the Subordinate Lien Obligations, and on parity with the lien
on and pledge of the Net Revenues securing the payment of the then -Outstanding Inferior Lien
Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable
from and equally and ratably secured by such subordinate and inferior lien on and pledge of the
Net Revenues as determined by the City Council in accordance with applicable law.
C. The term Additional Junior Lien Obligations shall mean (i) any bonds, notes,
warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part
from and equally and ratably secured by a lien and pledge of the Junior Lien Pledged Revenues,
such pledge to include a pledge of Net Revenues that is junior and inferior to the lien on and
pledge of the Net Revenues that are or will be pledged to the payment of the Priority Bonds now
Outstanding or hereafter issued by the City but senior and superior to the lien thereon and pledge
thereof that is or will be pledged to the payment of the Subordinate Lien Obligations and the
Inferior Lien Obligations now Outstanding or hereafter issued by the City, and (ii) obligations
hereafter issued to refund any of the foregoing that are payable from and equally and ratably
secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, as determined by
the City Council in accordance with applicable law.
D. The term Additional Priority Bonds shall mean any obligations hereafter issued to
refund any of the Previously Issued Priority Bonds if issued in a manner so as to be 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 applicable law and under the terms and
conditions provided in Section 20 of this Ordinance.
E. The term Additional Subordinate Lien Obligations shall mean (i) any bonds,
notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or
in part from and equally and ratably secured by a lien and pledge of the Net Revenues, such
pledge is subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be
pledged to the payment of the Priority Bonds or that is included in Junior Lien Pledged
82296485.8
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Revenues, but senior and superior to the lien thereon and pledge thereof that is or will be pledged
to the payment of the Inferior Lien Obligations now Outstanding or hereafter issued by the City,
and on parity with the lien on and pledge of the Net Revenues securing the payment of the then -
Outstanding Subordinate Lien Obligations and (ii) obligations hereafter issued to refund any of
the foregoing that are payable from and equally and ratably secured by such subordinate and
inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance
with applicable law.
F. The term Approval Certificate shall mean a written instrument from time to time
executed by an Authorized Official in accordance with Section 2 of this Ordinance.
G. The term Authorized Official shall mean the City Manager of the City, the Deputy
City Manager of the City, the Assistant City Manager for General Government and Operations
Support, and the Director of Financial Services.
H. The term Average Annual Debt Service Requirements shall mean that average
amount which, at the time of computation, will be required to pay the Debt Service
Requirements of obligations when due and derived by dividing the total of such Debt Service
Requirements by the number of years then remaining before final Stated Maturity. The
calculation of Average Annual Debt Service Requirements shall be net of (1) capitalized interest
from bond proceeds and (2) the receipt or anticipated receipt of a refundable tax credit or similar
payment relating to a series of Junior Lien Obligations irrevocably designated as refundable tax
credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of
the series of Junior Lien Obligations to which it relates.
I. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI,
TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES
20 ", dated , 20, authorized by this Ordinance.
J. The term Bond Fund shall mean the special Fund or account created and
established by the provisions of Section 14 of this Ordinance.
K. The term Capital Additions shall mean a reservoir or other water storage facilities,
a water or wastewater treatment plant or an interest therein, an electric generation facility and/or
distribution system 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.
L. The term Capital Improvements shall mean any capital extensions, improvements
and betterments to the System other than Capital Additions.
M. The term City shall mean the City of Corpus Christi, Texas and, where
appropriate, the City Council of the City.
N. 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.
82296485.8
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O. The term Concurrently Approved Ordinance shall mean the ordinance adopted by
the City Council on the date hereof authorizing the issuance of one or more series of Additional
Junior Lien Obligations that bear interest at a variable rate.
P. The term Credit Agreement shall mean a loan agreement, revolving credit
agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement,
insurance contract, commitments to purchase Debt, purchase or sale agreements, interest rate
swap agreements, or commitments or other contracts or agreements authorized, recognized, and
approved by the City as a Credit Agreement in connection with the authorization, issuance,
security, or payment of any obligation authorized by Chapter 1371, and which includes any
Credit Facility.
Q. The term Credit Facility shall mean (i) a policy of insurance or a surety bond,
issued by an issuer of policies of insurance insuring the timely payment of debt service on
governmental obligations, or (ii) a letter or line of credit issued by any financial institution.
R. The term Credit Provider shall mean any bank, financial institution, insurance
company, surety bond provider, or other institution which provides, executes, issues, or
otherwise is a party to or provider of a Credit Agreement or Credit Facility.
S. The term Debt shall mean
(1) all indebtedness payable from Net Revenues and/or Junior Lien Pledged
Revenues incurred or assumed by the City for borrowed money (including indebtedness
payable from Net Revenues and/or Junior Lien Pledged Revenues arising under Credit
Agreements) and all other financing obligations of the System payable from Net
Revenues and/or Junior Lien Pledged Revenues that, in accordance with generally
accepted accounting principles, are shown on the liability side of a balance sheet; and
(2) all other indebtedness payable from Junior Lien Pledged Revenues and/or
Net Revenues (other than indebtedness otherwise treated as Debt hereunder) for
borrowed money or for the acquisition, construction, or improvement of property or
capitalized lease obligations pertaining to the System that is guaranteed, directly or
indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly,
by the City through an agreement, contingent or otherwise, to purchase any such
indebtedness or to advance or supply funds for the payment or purchase of any such
indebtedness or to purchase property or services primarily for the purpose of enabling the
debtor or seller to make payment of such indebtedness, or to assure the owner of the
indebtedness against loss, or to supply funds to or in any other manner invest in the
debtor (including any agreement to pay for property or services irrespective of whether or
not such property is delivered or such services are rendered), or otherwise.
For the purpose of determining Debt, there shall be excluded any particular Debt if, upon
or prior to the maturity thereof, there shall have been deposited with the proper depository (a) in
trust the necessary funds (or investments that will provide sufficient funds, if permitted by the
instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b)
evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt.
82296485.8
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No item shall be considered Debt unless such item constitutes indebtedness under generally
accepted accounting principles applied on a basis consistent with the financial statements of the
System in prior Fiscal Years.
T. 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 calculated by assuming (i) that the interest rate for every 12 -month period on such bonds
is equal to the rate of interest reported in the most recently published edition of The Bond Buyer
(or its successor) at the time of calculation as the "Revenue Bond Index" or, if such Revenue
Bond Index is no longer being maintained by The Bond Buyer (or its successor) at the time of
calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid
on United States Treasury obligations of like maturity and (ii) that, in the case of bonds not
subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds
is amortized such that annual debt service is substantially level over the remaining stated life of
such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas
Government Code as the same relates to interim or non—permanent indebtedness, and in the case
of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity
according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated
Maturity in accordance with the mandatory redemption provisions applicable thereto (in each
case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of
any Credit Agreement in the form of an interest rate hedge agreement entered into in connection
with any such obligations, Debt Service Requirements shall be computed by netting the amounts
payable to the City under such hedge agreement from the amounts payable by the City under
such hedge agreement and such obligations.
U. The term Depository shall mean an official depository bank of the City.
V. The term Engineer shall mean an individual, firm, or corporation engaged in the
engineering profession, being a registered professional engineer under the laws of the State of
Texas, having specific experience with respect to a combined municipal utility system similar to
the System and such individual, firm, or corporation may be employed by, or may be an
employee of, the City.
W. The term Federal Contract shall mean Contract No. 6-07-01-X0675 entered into
by an among the United States of America, the City and the Nueces River Authority, dated June
30, 1976, and amended on June 16, 1980, with respect to the Nueces River Reclamation Project,
pursuant to which the City has pledged the revenues of its waterworks system in support of the
payment obligations of the City under the Federal Contract, subordinate and inferior to the
pledge of and lien on the Net Revenues securing the payment of the Priority Bonds, the lien
thereon and pledge thereof securing the payment of the Junior Lien Obligations, as a result of
such Net Revenues being included as Junior Lien Pledged Revenues, and the lien thereon and
pledge thereof securing the payment of the Subordinate Lien Obligations.
82296485.8
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X. The term Fiscal Year shall mean the twelve month accounting period used by the
City in connection with the operation of the System which may be any twelve consecutive month
period established by the City, which period presently commences on October 1 of each year and
ends on the following September 30.
Y. The term Government Securities as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by, the
United States of America; (ii) noncallable obligations of an agency or instrumentality of the
United States, including obligations that are unconditionally guaranteed or insured by the agency
or instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent;
(iii) noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the
issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated
as to investment quality by a nationally recognized investment rating firm not less than AAA or
its equivalent; and (iv) any additional securities and obligations hereafter authorized by the laws
of the State of Texas as eligible for use to accomplish the discharge of obligations such as the
Bonds.
Z. 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.
AA. The term Holder or Holders shall mean the registered owner, whose name
appears in the Security Register, for any Bond.
BB. The term Inferior Lien Obligations shall mean (i) the Previously Issued Inferior
Lien Obligations, (ii) any Additional Inferior Lien Obligations, and (iii) any obligations issued to
refund the foregoing 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.
CC. The term Interest Payment Date shall mean the date semiannual interest is
payable on the Bonds, being January 15 and July 15 of each year, commencing 15,
20, while any of the Bonds remain Outstanding.
DD. The term Junior Lien Obligations shall mean (i) the Previously Issued Junior Lien
Obligations, (ii) any Additional Junior Lien Obligations, and (iii) obligations hereafter issued to
refund any of the foregoing that are payable from and equally and ratably secured solely by a
lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of
Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the
repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof
securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations, as
determined by the City Council in accordance with applicable law.
82296485.8
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EE.The term Junior Lien Pledged Revenues means (1) the Net Revenues that remain after
payment of all amounts, and funding of all funds, relating to any Priority Bonds, 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 by the City to the payment of the Bonds, and at the City's discretion, any
Additional Junior Lien Obligations, and excluding those revenues excluded from Gross
Revenues.
FF. The term Net Revenues shall mean all Gross Revenues less Operating Expenses.
GG. 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, Junior Lien
Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, or other Debt of the
System. 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. Operating Expenses shall never include any allowance for depreciation,
property retirement, depletion, obsolescence, and other items not requiring an outlay of cash and
any interest on the Bonds or any Debt.
HH. The term Ordinance shall mean this Ordinance adopted by the City Council on
November 18, 2014 authorizing the issuance of the Bonds.
II. The term Outstanding shall mean when used in this Ordinance with respect to all
Debt means, as of the date of determination, all Debt except:
(1) those Priority Bonds, Junior Lien Obligations, Subordinate Lien
Obligations, and Inferior Lien Obligations canceled by the Paying Agent/Registrar or
delivered to the Paying Agent/Registrar for cancellation;
(2) those Priority Bonds, Junior Lien Obligations, Subordinate Lien
Obligations, and Inferior Lien Obligations for which payment has been duly provided by
the City in accordance with the provisions of Section 32 of this Ordinance; and
(3) those Priority Bonds, Junior Lien Obligations, Subordinate Lien
Obligations, and Inferior Lien Obligations that have been mutilated, destroyed, lost, or
stolen and replacement Bonds have been registered and delivered in lieu thereof as
provided in Section 28 of this Ordinance.
JJ. The term Paying Agent/Registrar shall mean the financial institution specified in
Section 4 of this Ordinance, or its herein -permitted successors and assigns.
82296485.8
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KK. The term Previously Issued Inferior Lien Obligations shall mean the Federal
Contract.
LL. The term Previously Issued Junior Lien Obligations shall mean, as of the Closing
Date the Outstanding and unpaid obligations of the City that are payable solely from and equally
and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues which includes
a lien on and pledge of Net Revenues of the System that is junior and inferior to the lien thereon
and pledge thereof securing the Priority Bonds but superior to the lien thereon and pledge thereof
securing the Subordinate Lien Obligations and Inferior Lien Obligations, identified as follows:
(1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue
Improvement Bonds, Series 2012", dated November 15, 2012, in the original principal
amount of $69,085,000;
(2) "City of Corpus Christi, Texas Utility System Junior Lien Revenue and
Refunding Bonds, Series 2012", dated November 15, 2012, in the original principal
amount of $155,660,000;
(3) "City of Corpus Christi, Texas Utility System Junior Lien Revenue
Improvement Bonds, Series 2013", dated November 1, 2013, in the original principal
amount of $97,930,000;
(4) Upon issuance, "City of Corpus Christi, Texas Utility System Junior Lien
Revenue Improvement Bonds, Series 2014A", dated , 2014, in the original
principal amount of $
(5) Upon issuance, "City of Corpus Christi, Texas Utility System Variable
Rate Junior Lien Revenue Improvement Bonds, Series 2014B", dated , 2014,
in the original principal amount of $
(6) Upon issuance, "City of Corpus Christi, Texas Utility System Junior Lien
Revenue Refunding Bonds, Series 20", dated , 20, in the original
principal amount of $
(7) Upon issuance, "City of Corpus Christi, Texas Utility System Variable
Rate Junior Lien Revenue Improvement Bonds, Series 2015"; and
(8) Upon issuance, the Bonds.
MM. The term Previously Issued Priority Bonds shall mean, as of the Closing Date the
Outstanding and unpaid obligations of the City that are payable solely from and equally and
ratably secured by a prior and first lien on and pledge of the Net Revenues of the System,
identified as follows:
(1) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds,
Series 2003", dated May 15, 2003, in the original principal amount of $28,870,000;
82296485.8
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(2) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds,
Series 2005", dated January 1, 2005, in the original principal amount of $70,390,000;
(3) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds,
Series 2005A", dated October 1, 2005, in the original principal amount of $68,325,000;
(4) "City of Corpus Christi, Texas Utility System Revenue Refunding and
Improvement Bonds, Series 2006", dated October 1, 2006, in the original principal
amount of $84,415,000;
(5) "City of Corpus Christi, Texas Utility System Revenue Improvement
Bonds, Series 2009", dated March 1, 2009, in the original principal amount of
$96,490,000;
(6) "City of Corpus Christi, Texas Utility System Revenue Improvement
Bonds, Series 2010", dated March 1, 2010, in the original principal amount of
$8,000,000;
(7) "City of Corpus Christi, Texas Utility System Revenue Improvement
Bonds, Taxable Series 2010 (Direct Subsidy -Build America Bonds)", dated July 1, 2010,
in the original principal amount of $60,625,000;
(8) "City of Corpus Christi, Texas Utility System Revenue Improvement
Bonds, Series 2010A", dated July 1, 2010, in the original principal amount of
$14,375,000; and
(9) "City of Corpus Christi, Texas Utility System Revenue Improvement
Bonds, Series 2012", dated April 1, 2012, in the original principal amount of
$52,500,000.
NN. The term Previously Issued Subordinate Lien Obligations shall mean the Series
2007 Certificates of Obligation.
00. The term Priority Bonds shall mean the Previously Issued Priority Bonds, any
Additional Priority Bonds hereafter issued to refund any of the foregoing if issued in a manner so
as to be payable from and equally and ratably secured by a first and prior lien on and pledge of
the Net Revenues of the System, as determined by the City Council in accordance with any
applicable law.
PP. 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
82296485.8
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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.
QQ. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds
named in Section 29 of this Ordinance.
RR. The term Required Reserve Amount shall have the meaning given such term in
Section 15 of this Ordinance.
SS. The term Reserve Fund shall have the meaning given such term in Section 15 of
this Ordinance.
TT. The term Reserve Fund Deposits shall have the meaning given such term in
Section 15 of this Ordinance.
UU. The term Series 2007 Certificates of Obligation shall mean the City's
"Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007", dated
March 1, 2007, in the original principal amount of $6,985,000, being the only series of
Subordinate Lien Obligations currently Outstanding.
VV. The term Special Project shall mean, to the extent permitted by law, any water,
sewer, wastewater reuse, or municipal drainage system property, improvement, or facility
declared by the City, upon the recommendation of the City Council, not to be part of the System,
for which the costs of acquisition, construction, and installation are paid from proceeds of
Special Project Bonds (as hereinafter defined) being a financing transaction other than the
issuance of bonds payable from ad valorem taxes, Net Revenues, or Junior Lien Pledged
Revenues, and for which all maintenance and operation expenses are payable from sources other
than ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, but only to the extent
that and for so long as all or any part of the revenues or proceeds of which are or will be pledged
to secure the payment or repayment of such costs of acquisition, construction, and installation
under such Special Project Bonds.
WW. The term Stated Maturity shall mean the annual principal payments of the Bonds
payable on July 15 of each year, as set forth in Section 3 of this Ordinance.
XX. The term Subordinate Lien Obligations shall mean (i) the Previously Issued
Subordinate Lien Obligations, (ii) any Additional Subordinate Lien Obligations, and (iii) any
obligations issued to refund the foregoing payable and equally and ratably secured from a lien on
and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge
thereof securing the payment of the Priority Bonds and the Junior Lien Obligations but superior
to the lien thereon and pledge thereof securing the payment of the Inferior Lien Obligations, as
determined by the City Council in accordance with any applicable law.
YY. The term System shall mean and include, whether now existing or hereinafter
added (including additions made from time to time in accordance with the provisions of the City
ordinances authorizing the issuance of the Outstanding Priority Bonds), the City's existing
combined waterworks system, wastewater disposal system and gas system, together with all
82296485.8
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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), storm sewer and drainage
within the waterworks system, 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 to be a Special Project and not a part of the System
and which are hereafter acquired or constructed by the City with the proceeds from the issuance
of Special Project Bonds, which are hereby defined as being special revenue obligations of the
City which are not secured by or payable from all or part of the Net Revenues and/or Junior Lien
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 Project Bonds.
ZZ. The term System Fund shall have the meaning given such term in Section 13 of this
Ordinance
SECTION 11: Pledge of Junior Lien Pledged Revenues.
A. The City hereby covenants and agrees that the Junior Lien Pledged Revenues of
the System are hereby irrevocably pledged to the payment and security of the Junior Lien
Obligations, including the establishment and maintenance of the special funds or accounts
created for the payment and security thereof, all as hereinafter provided; and it is hereby resolved
that the Junior Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of
the Junior Lien Pledged Revenues and be valid and binding without any physical delivery thereof
or further act by the City, and the lien created hereby on the Junior Lien Pledged Revenues for
the payment and security of the Junior Lien Obligations, shall be, subject to the subordinate lien
nature of the Junior Lien Pledged Revenues as herein described otherwise, prior in right and
claim as to any other indebtedness, liability, or obligation of the City or the System. The Junior
Lien Obligations are and will be secured by and payable only from the Junior Lien 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. Chapter 1208, as amended, Texas Government Code, applies to the issuance of
the Bonds and the pledge of Junior Lien 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 Junior Lien Obligations are Outstanding and unpaid such that the
pledge of the Junior Lien Pledged Revenues granted by the City is to be subject to the filing
requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the
registered owners of the Junior Lien Obligations the perfection of the security interest in this
pledge, the City Council 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 this
pledge to occur.
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SECTION 12: Rates and Charges. For the benefit of the Holders of the Bonds and in
addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance,
the City hereby expressly stipulates and agrees, while any of the Junior Lien Obligations are
Outstanding, to establish and maintain rates and charges for facilities and services afforded by
the System that are reasonably expected, on the basis of available information and experience
and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year
sufficient:
A. To pay all Operating Expenses, or any expenses required by statute to be a first
claim on and charge against the Gross Revenues of the System.
B. To produce Net Revenues, together with any other lawfully available funds,
sufficient to satisfy the rate covenant contained in the ordinances authorizing the issuance of the
Priority Bonds and to pay the principal of and interest on the Priority Bonds and the amounts
required to be deposited in any reserve or contingency fund or account created for the payment
and security of the Priority Bonds, and any other obligations or evidences of indebtedness issued
or incurred that are payable from and secured solely by a prior and first lien on an pledge of the
Net Revenues of the System;
C. To produce Net Revenues, together with any other lawfully available funds, equal
to at least 1.15 times Average Annual Debt Service Requirements on the then -Outstanding Junior
Lien Obligations and to deposit the amounts required to be deposited in any reserve or
contingency fund or account created for the payment and security of the Junior Lien Obligations,
and any other obligations or evidences of indebtedness issued or incurred that are payable from
and secured solely by a lien on and pledge of the Net Revenues, including the Junior Lien
Pledged Revenues, that is junior and inferior to the lien thereon and pledge thereof securing the
repayment of the Priority Bonds but senior and superior to the lien thereon and pledge thereof
securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations;
D. To produce Net Revenues, together with any other lawfully available funds,
sufficient to pay the amounts that may be deposited in the special funds established for the
payment of the Subordinate Lien Obligations;
E. To produce Net Revenues, together with any other lawfully available funds,
sufficient to pay the principal of and interest on the Inferior Lien Obligations as the same become
due and payable and to deposit the amounts required to be deposited in any reserve or
contingency fund or account created for the payment and security of the Inferior Lien
Obligations, and any other obligations or evidences of indebtedness issued or incurred that are
payable from and secured solely by a lien on and pledge of the Net Revenues that is subordinate
and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds
and the Junior Lien Obligations; and
F. To pay, together with any other lawfully available funds, any other legally
incurred Debt payable from the Net Revenues of the System and/or secured by a lien on any part
of the System.
The determination of the amount of principal of and interest on any obligations identified
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in this Section for the purpose of confirming the sufficiency of System rates and charges shall be
made after giving consideration as an offset to debt service the receipt or anticipated receipt of a
refundable tax credit or similar payment relating to any series of obligations irrevocably
designated as refundable tax credit bonds pursuant to the City ordinance authorizing their
issuance or otherwise relating thereto.
SECTION 13: System Fund. The City hereby covenants, agrees, and ratifies its prior
covenants and agreements that the Gross Revenues of the System shall be deposited, as collected
and received, into a separate Fund or account (previously created and established and to be
maintained with the Depository) known as the "City of Corpus Christi, Texas Utility System
Revenue Fund" (the System Fund) and that the Gross Revenues of the System shall be kept
separate and apart from all other funds of the City. All Gross Revenues deposited into the
System Fund shall be pledged and appropriated to the extent required for the following uses and
in the order of priority shown:
A. First: To the payment of all necessary and reasonable Operating Expenses or
other expenses required by statute to be a first charge on and claim against the revenues of the
System.
B. Second: To the payment of the amounts required to be deposited into the special
funds and accounts created and established for the payment, security and benefit of the
Previously Issued Priority Bonds and any Additional Priority Bonds hereafter issued by the City.
C. Third: To the payment of the amounts required to be deposited into the special
funds and accounts created and established for the payment, security and benefit of the Junior
Lien Obligations and any Additional Junior Lien Obligations hereafter issued by the City.
D. Fourth: To the payment of the amounts required to be deposited into the special
funds and accounts created and established for the payment, security and benefit of the
Previously Issued Subordinate Lien Obligations and any Additional Subordinate Lien
Obligations hereafter issued by the City.
E. Fifth: To the payment of the amounts that must be deposited in any special funds
and accounts created and established for the payment, security, and benefit of the Previously
Issued Inferior Lien Obligations and any Additional Inferior Lien Obligations hereafter issued by
the City.
Any Net Revenues remaining in the System Fund following such transfers may be used by the
City for payment of other obligations of the System, and for any other lawful purpose; provided,
however, that for so long as any Priority Bonds remain Outstanding, transfers made for purposes
other than for payment of obligations of the System shall be made only at the end of the Fiscal
Year (if such limitation is imposed, and then, only to the extent imposed in the City ordinances
authorizing the issuance of the Priority Bonds).
SECTION 14: Bond Fund - Excess Funds. For purposes of providing funds to pay the
principal of and interest on the currently Outstanding Junior Lien Obligations as the same
become due and payable, the City agrees to maintain, at the Depository, a separate and special
Fund or account to be created and known as the "City of Corpus Christi, Texas Utility System
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Junior Lien Revenue Improvement Bonds Interest and Sinking Fund" (the Bond Fund). The City
covenants that there shall be deposited by an Authorized Official into the Bond Fund prior to
each principal and interest payment date from the available Net Revenues an amount equal to
one hundred per cent (100%) of the amount required to fully pay the interest on and the principal
of the currently Outstanding Junior Lien Obligations then falling due and payable, such deposits
to pay maturing principal and accrued interest on the currently Outstanding Junior Lien
Obligations to be made in substantially equal monthly installments on or before the 10th day of
each month, beginning on or before the 10th day of the month next following the delivery of the
Bonds to the Purchasers. As described further in Section 16 hereof, if the Junior Lien Pledged
Revenues in any month are insufficient to make the required payments into the Bond Fund, then
the amount of any deficiency in such payment shall be added to the amount otherwise required to
be paid into the Bond Fund in the next month.
The required monthly deposits to the Bond Fund for the payment of principal of and
interest on the currently Outstanding Junior Lien Obligations shall continue to be made as
hereinabove provided until such time as (i) the total amount on deposit in the Bond Fund and
Reserve Fund is equal to the amount required to fully pay and discharge all Outstanding Junior
Lien Obligations (principal and interest) or (ii) the Junior Lien Obligations are no longer
Outstanding.
Any proceeds of the Bonds, and investment income thereon, not expended for authorized
purposes shall be deposited into the Bond Fund and shall be taken into consideration and reduce
the amount of monthly deposits required to be deposited into the Bond Fund from the Net
Revenues of the System.
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 such Fund from the Junior
Lien Pledged Revenues.
SECTION 15: Reserve Fund. To accumulate and maintain a reserve for the payment of
the Bonds equal to 100% of the Average Annual Debt Service Requirements or such lesser
amount as restricted by the Code (calculated by the City Council at the beginning of each Fiscal
Year and as of the date of issuance of the Bonds and each series of Additional Junior Lien
Obligations) for the Bonds (the Required Reserve Amount), the City hereby creates and
establishes, and shall maintain at a Depository a separate and special fund known as the "Corpus
Christi, Texas Utility System Junior Lien Revenue Improvement Bonds Reserve Fund" (the
Reserve Fund). Earnings and income derived from the investment of amounts held for the credit
of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the
Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit
of the System Fund. All funds deposited into the Reserve Fund shall be used solely for the
payment of the principal of and interest on the Bonds, when and to the extent other funds
available for such purposes are insufficient, and, in addition, may be used to retire the last Stated
Maturity or Stated Maturities of or interest on the Bonds.
The City may acquire a Credit Facility or Facilities issued by a Credit Provider in
amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing
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cash into the Reserve Fund; provided, however, that no such Credit Facility may be so
substituted unless the substitution of the Credit Facility will not, in and of itself, cause any
ratings then assigned to the Bonds by any rating agency to be lowered and the resolution
authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount
for the Bonds contains (i) a finding that such substitution is cost effective and (ii) a provision that
the interest due on any repayment obligation of the City by reason of payments made under such
Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City
at the time of the delivery of the Credit Facility. The City reserves the right to use Junior Lien
Pledged Revenues to fund the payment of (1) periodic premiums on the Credit Facility as a part
of the payment of the City's Operating Expenses, and (2) any repayment obligation incurred by
the City (including interest) to the Credit Provider, the payment of which will result in the
reinstatement of such Credit Facility, prior to making payments required to be made to the
Reserve Fund pursuant to the provisions of this Section to restore the balance in such fund the
Required Reserve Amount for the Bonds.
Until the issuance of any Additional Junior Lien Obligations (or as from time to time
recalculated by the City as provided in the first paragraph of this Section), the Required Reserve
Amount is $ (inclusive of the Bonds and the Bonds). Of this amount,
$ , representing the portion of the Required Reserve Amount attributable to the
Bonds, shall be deposited to the Reserve Fund at such time as may be required pursuant to the
provisions of this Section from Revenues, paid from the System Fund at such level of priority as
specified in Section 13, by the deposit of monthly installments, made on or before the 10th day of
each month following the month in which such obligation to fund the Reserve Fund arises, of not
less than 1/60th of the amount to be maintained in the Reserve Fund.
As and when Additional Junior Lien Obligations are delivered or incurred, the Required
Reserve Amount shall be increased, if required, to an amount calculated in the manner provided
in the first paragraph of this Section. Any additional amount required to be maintained in the
Reserve Fund shall be so accumulated by the deposit of all or a portion of the necessary amount
from the proceeds of the issue or other lawfully available funds in the Reserve Fund immediately
after the delivery of the then proposed Additional Junior Lien Obligations, or, at the option of the
City, by the deposit of monthly installments, made on or before the business day before the 10th
day of each month following the month of delivery of the then proposed Additional Junior Lien
Obligations, of not less than 1/60th of the additional amount to be maintained in the Reserve
Fund by reason of the issuance of the Additional Junior Lien Obligations then being issued (or
1/60th of the balance of the additional amount not deposited immediately in cash) (such deposits,
the Required Reserve Fund Deposits), thereby ensuring the accumulation in the Reserve Fund of
the appropriate Required Reserve Amount.
When and for so long as the cash and investments in the Reserve Fund equal the
Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if
and when the Reserve Fund at any time contains less than the Required Reserve Amount (other
than as the result of the issuance of Additional Junior Lien Obligations as provided in the
preceding paragraph), the City covenants and agrees to cure the deficiency in the Required
Reserve Amount by resuming the Required Reserve Fund Deposits to the Reserve Fund from the
Junior Lien Pledged Revenues in monthly deposit amounts equal to not less than 1/60th of the
Required Reserve Amount covenanted by the City to be maintained in the Reserve Fund. Any
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such deficiency payments shall be made on or before the 10th day of each month until the
Required Reserve Amount has been fully restored. The City further covenants and agrees that,
subject only to the prior payments to be made to the Bond Fund, the Junior Lien Pledged
Revenues shall be applied and appropriated and used to establish and maintain the Required
Reserve Amount and to cure any deficiency in such amounts as required by the terms of this
Ordinance, any City ordinance authorizing the issuance of the Priority Bonds, and any other
ordinance pertaining to the issuance of Additional Junior Lien Obligations.
During such time as the Reserve Fund contains the Required Reserve Amount, the City
Council may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the
Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or
used by the City for any other lawful purpose; provided, however, to the extent that such excess
amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be
otherwise used in accordance with then -applicable State law.
In the event a Credit Facility issued to satisfy all or a part of the City's obligation with
respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the
Required Reserve Amount for the Bonds, the City may transfer such excess amount to any fund
or funds established for the payment of or security for the Bonds (including any escrow
established for the final payment of any such obligations pursuant to the provisions of Chapter
1207), or be used for any lawful purposes; provided, however, to the extent that such excess
amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be
otherwise used in accordance with then -applicable State law.
Notwithstanding anything to the contrary contained in this Section, the requirements set
forth above to fund the Reserve Fund in the amount of the Required Reserve Amount shall be
suspended for such time as the Junior Lien Pledged Revenues for each Fiscal Year are equal to at
least 110% of the Average Annual Debt Service Requirements. In the event that the Junior Lien
Pledged Revenues for any two consecutive Fiscal Years are less than 110% (unless such
percentage is below 100% in any Fiscal Year, in which case the hereinafter—specified
requirements will commence after such Fiscal Year) of the Average Annual Debt Service
Requirements, the City will be required to commence making the deposits to the Reserve Fund,
as provided above, and to continue making such deposits until the earlier of (i) such time as the
Reserve Fund contains the Required Reserve Amount or (ii) the Junior Lien Pledged Revenues
for a Fiscal Year have been equal to not less than 110% of the Average Annual Debt Service
Requirements.
SECTION 16: Deficiencies - Excess Junior Lien Pledged Revenues.
A. If on any occasion there shall not be sufficient Junior Lien Pledged Revenues to
make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as
possible from the next available unallocated Junior Lien Pledged Revenues, or from any other
sources available for such purpose, and such payments shall be in addition to the amounts
required to be paid into these Funds or accounts during such month or months.
B. Subject to making the required deposits to the Bond Fund when and as required
by any ordinance or resolution authorizing the issuance of the currently Outstanding Priority
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Bonds, the Junior Lien Obligations, the Subordinate Lien Obligations, and the Inferior Lien
Obligations, the excess Net Revenues of the System may be used by the City for any lawful
purpose (as further provided in Section 13 hereof).
SECTION 17: Payment of Bonds. While any of the Bonds are Outstanding, an
Authorized Official shall cause to be transferred to the Paying Agent/Registrar therefor, from
funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each
installment of interest on and principal of the Bonds as such installment accrues or matures; such
transfer of funds must be made in such manner as will cause immediately available funds to be
deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next
preceding the date a debt service payment is due on the Bonds.
SECTION 18: Investments. Funds held in any Fund or account created, established, or
maintained pursuant to this Ordinance shall, 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, or any other law, and secured (to the extent not insured by the Federal
Deposit Insurance Corporation) by obligations of the type hereinafter described, 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 any Fund or
account will be available at the proper time or times. Such investments (except State and Local
Government Series investments held in book entry form, which shall at all times be valued at
cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal
Year. All interest and income derived from deposits and investments in the Bond Fund
immediately shall be credited to, and any losses debited to, the Bond Fund. All such investments
shall be sold promptly when necessary to prevent any default in connection with the Bonds.
SECTION 19: Covenants. 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 administering 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 City ordinances
authorizing the issuance of the Priority Bonds now or hereafter Outstanding, and to the extent of
any irreconcilable conflict between the provisions contained herein and in the City ordinances
authorizing the issuance of the Priority Bonds now or hereafter Outstanding, the provisions,
agreements and covenants contained therein shall prevail to the extent of such conflict and be
applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to
the holders of the Priority Bonds now or hereafter Outstanding. It is expressly recognized that
prior to the issuance of any Additional Junior Lien Obligations, Additional Subordinate Lien
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Obligations, or Additional Inferior Lien Obligations, that the City must comply with each of the
conditions precedent contained in this Ordinance and the City ordinances authorizing the
issuance of the then -Outstanding Priority Bonds, as appropriate.
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 Junior Lien Obligations; it will promptly pay or cause to be paid the
principal amount of and interest on all Debt, on the dates and in the places and manner
prescribed in such ordinances and such Debt; 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 Debt 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 Debt, 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. 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 Junior Lien Obligations, against the claims and
demands of all persons whomsoever, that it is lawfully qualified to pledge the Junior Lien
Pledged Revenues to the payment of the Junior Lien Obligations 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 lien or charge thereon, the lien of which
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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 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 be paid from Junior Lien 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 Net Revenues of the
System in any manner, except as permitted in the City ordinances authorizing the Previously
Issued Priority Bonds and in this Ordinance (which provisions are also included in other City
ordinances authorizing other series of Junior Lien Obligations).
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 $250,000 or less, or it shall have received a certificate
executed by an Engineer and the City Manager stating, in their opinion, that the fair
market value of the property or facilities exchanged is $250,000 or less, or (C) if such
proceeds or fair market value exceeds $250,000 it shall have received a certificate
executed by an Engineer 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 Fiscal 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 Debt, or
(ii) otherwise be used to provide for the payment of Debt. 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 Debt, or with the proceeds of obligations which were
refunded in whole or in part with the proceeds of Debt, then the City may utilize the
proceeds of such sale or exchange for any lawful purpose; and
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(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 Debt 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 $500,000, the City shall have
received a certificate executed by an Engineer 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 Fiscal 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. Audits. After the close of each Fiscal Year while any Debt is Outstanding, an
audit will be made of the books and accounts relating to the System and the Net Revenues by the
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Accountant. Such annual audit reports shall be open to the inspection of the registered owners of
Debt and their agents and representatives at all reasonable times.
L. 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.
M. 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.
N. Rights of Inspection. The Engineer or any registered owner of $100,000 in
aggregate principal amount of the Debt 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 an Engineer or such registered owner, as the case may be,
such financial statements, reports and other information relating to the City and the System as an
Engineer or such registered owner may from time to time reasonably request.
SECTION 20: Issuance of Additional Priority Bonds, Additional Junior Lien Obligations,
Additional Subordinate Lien Obligations, and Additional Inferior 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, or otherwise:
A. Additional Priority Bonds payable from and equally and ratably secured by a first
and prior lien on and pledge of the Net Revenues of the System upon satisfying each of the
conditions precedent contained in the City ordinances authorizing the Previously Issued Priority
Bonds concerning the issuance of Additional Priority Bonds for refunding purposes.
B. Additional Junior Lien Obligations, secured by and payable from the Junior Lien
Pledged Revenues, which includes (primarily) a lien on and pledge of Net Revenues that is
junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority
Bonds but senior and superior to the lien there on and pledge thereof securing the repayment of
the Subordinate Lien Obligations and the Inferior Lien Obligations, upon satisfying each of the
following conditions precedent:
(1) 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 Net Revenues and (ii) that the
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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 Net 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 Junior Lien
Obligations, but such certificate shall not be dated prior to the date an ordinance is passed
authorizing the issuance of such Additional Junior Lien Obligations.
(2) Conditions Precedent for Issuance of Additional Junior Lien Obligations -
Capital Improvements and for any other Lawful Purpose except for Capital Additions or
for Refunding. The City covenants and agrees that Additional Junior Lien Obligations
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 (3) of this Section and Section 21 hereof,
respectively) unless and until the conditions precedent in Subsection (1) above have been
satisfied and, in addition thereto, the City has secured a certification of the City Manager
to the effect that, according to the books and records of the City, the Net Earnings (as
hereinafter defined) for the preceding Fiscal Year or for 12 consecutive months out of the
15 months immediately preceding the month the ordinance authorizing the Additional
Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual
Debt Service Requirements for all then -Outstanding Priority Bonds and Junior Lien
Obligations after giving effect to the Additional Junior Lien Obligations then proposed.
The foregoing notwithstanding, the City covenants and agrees that Additional Junior Lien
Obligations may not be issued for the purpose of financing Capital Improvements when
other Outstanding Junior Lien Obligations which have been issued for the purpose of
financing Capital Additions and for which capitalized interest for such other Junior Lien
Obligations has been provided for at least the twelve months subsequent to the date of
issuance of the Additional Junior Lien Obligations then proposed to be issued, unless the
conditions precedent in Subsection (1) 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 (2) as set forth above
cannot be satisfied, the City has satisfied the conditions precedent in Subsection (3)(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
certification of the City Manager to the effect that, according to the books and records of
the City, the Net Earnings for the preceding Fiscal Year or for 12 consecutive months out
of the 15 months immediately preceding the month the ordinance authorizing the
Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average
Annual Debt Service Requirements for all then -Outstanding Priority Bonds and Junior
Lien Obligations (other than any Junior Lien Obligations 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 Junior Lien Obligations proposed to be issued) after
giving effect to the Additional Junior Lien Obligations then proposed to be issued.
(3) Conditions Precedent for Issuance of Additional Junior Lien Obligations -
Capital Additions: Initial Issue. The City covenants and agrees that Additional Junior
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Lien Obligations will not be issued for the purpose of financing Capital Additions, unless
the same conditions precedent specified in Subsection (1) above have been satisfied and,
in addition thereto, either the relevant conditions precedent specified in Subsection (1)
above are satisfied or, in the alternative, the City shall have obtained: (i) from an
Engineer 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 Fiscal 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 an
Engineer to the effect that, based on an engineering report prepared thereby for each
Capital Addition, the projected Net Earnings for each of the five Fiscal Years subsequent
to the date the Capital Addition becomes commercially operative (as estimated in the
engineering report) will be equal to at least 1.15 times the Average Annual Debt Service
Requirements for the currently Outstanding Junior Lien Obligations or incurred and all
Additional Junior Lien Obligations 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 Fiscal Year subsequent to the date the Capital Addition
is estimated to become commercially operative.
(4) Completion Issues. Once a Capital Addition has been initiated by meeting
the conditions precedent specified in Subsection (3)(i) and (ii) above and the initial Junior
Lien Obligations issued therefor are delivered, the City reserves the right to issue
Additional Junior Lien Obligations 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 (3)(i) and (ii) or Subsection (1) 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 Net Revenues of the System to be Outstanding
after the issuance of the Additional Junior Lien Obligations then being issued for the
period (the Forecast Period) of each ensuing Fiscal Year through the fifth Fiscal Year
subsequent to the latest estimated date such Capital Addition is expected to be
commercially operative; and (ii) an Engineer 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 Net Revenues of the System will be adequate to
pay all the obligations, payable from the Junior Lien Pledged Revenues of the System to
be Outstanding after the issuance of the Additional Junior Lien Obligations then being
issued for the Forecast Period and (B) the proceeds from the sale of such Additional
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Junior Lien Obligations are estimated to be sufficient to complete such acquisition and
construction.
(5) Computations; Reports. With reference to Junior Lien Obligations
anticipated and estimated to be issued or incurred, the Average Annual Debt Service
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 any series of
Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which
payment shall be treated as an offset to regularly scheduled debt service of the series of
Junior Lien Obligations to which it relates. In the preparation of the engineering report
required in Subsection (3)(i) above, an Engineer 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 Junior Lien Obligations for Capital Additions, the
certification of the City Manager and an Engineer, 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.
(6) Combination Issues. Junior Lien Obligations for Capital Additions may be
combined in a single issue with Junior Lien Obligations for Capital Improvements or for
any lawful purpose provided the conditions precedent set forth in Subsection (2) through
(4) are complied with as the same relate to the appropriate purpose.
(7) 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 and those items identified in the SECOND level of priority in Section 13
hereof, but not expenditures which, under standard accounting practice, should be
charged to capital expenditures.
(8) Determination of Net Earnings. In making a determination of Net
Earnings for any of the purposes described in this Section, the City Manager 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 City Manager's certification or opinion
based on such change in rates and charges being in effect for the entire period covered by
the City Manager's certificate or opinion.
C. The City may issue Additional Subordinate Lien Obligations secured by a lien on
and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and
pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged
Revenues, respectively, but senior and superior to the lien there on and pledge thereof securing
the repayment of the Inferior Lien Obligations, on the terms and conditions desired by the City,
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subject only to the limitations imposed by applicable law and upon satisfying each of the
conditions precedent contained in the ordinances authorizing the issuance of the currently -
Outstanding Priority Bonds, this Ordinance, and the Previously Issued Subordinate Lien
Obligations.
D. The City may issue Additional Inferior Lien Obligations secured by a lien on and
pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge
thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues,
respectively, on the terms and conditions desired by the City, subject only to the limitations
imposed by applicable law and upon satisfying each of the conditions precedent contained in the
ordinances authorizing the issuance of the currently -Outstanding Priority Bonds, this Ordinance,
and, to the extent applicable, the Federal Contract.
SECTION 21: Refunding Bonds. The City reserves the right to issue refunding bonds to
refund all or any part of the currently Outstanding Debt, pursuant to any applicable law then
available, upon such terms and conditions as the City Council may deem to be in the best interest
of the City, and if less than all such currently Outstanding Debt are refunded, the conditions
precedent prescribed for the issuance of Additional Junior Lien Obligations set forth in
Section 20 of this Ordinance shall be satisfied and the City Managers' certification required in
Section 20 shall give effect to the Debt Service Requirements of the proposed refunding bonds
(but shall not give effect to the Debt Service Requirements of the obligations being refunded
following their cancellation or provision being made for their payment).
SECTION 22: Issuance of Special Project Bonds. Nothing in this Ordinance shall be
construed to deny the City the right and it shall retain the right to issue Special Project Bonds,
provided, however, the City will not issue Special Project Bonds unless the City concludes, upon
recommendation of the City Council, that (i) the plan for developing the Special Project is
consistent with sound planning, (ii) the Special Project would not materially and adversely
interfere with the operation of the System, (iii) the Special Project can be economically and
efficiently operated and maintained, and (iv) the Special Project can be economically and
efficiently utilized by the City to meet combined utility system requirements and the cost of such
will be reasonable.
SECTION 23: Security of Funds. All money on deposit in the funds or accounts 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 or accounts shall be used only for the purposes permitted by this Ordinance.
SECTION 24: Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas, the City covenants and agrees particularly that in the
event the City (a) defaults in the payments to be made to the Bond Fund, or (b) defaults in the
observance or performance of any other of the covenants, conditions, or obligations set forth in
this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus
issued by a court of proper jurisdiction compelling and requiring the governing body of the City
and other officers of the City to observe and perform any covenant, condition, or obligation
prescribed in this Ordinance.
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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 remedy herein provided shall be cumulative of
all other existing remedies and the specification of such remedy shall not be deemed to be
exclusive.
For the avoidance of doubt, no default with respect to any obligation that is secured by
and payable from a lien on and pledge of Net Revenues that is junior and subordinate to the lien
thereon and pledge thereof securing the Priority Bonds shall ever be deemed to be a default with
respect to the Priority Bonds.
SECTION 25: 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 26: Bonds Are Negotiable Instruments. Each of the Bonds authorized herein
shall be deemed and construed to be a "security" and as such a negotiable instrument with the
meaning of the Chapter 8 of the Texas Uniform Commercial Code.
SECTION 27: Cancellation. All Bonds surrendered for payment, transfer, redemption,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
directed by the City.
SECTION 28: Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond
is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive
evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is
delivered to the City and the Paying Agent/Registrar such security or indemnity as may be
required to save each of them harmless, then, in the absence of notice to the City or the Paying
Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall
execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same
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Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not
contemporaneously Outstanding.
In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such
Bond.
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 29: Sale of Bonds - Official Statement Approval — Approval of Purchase
Contract — Use of proceeds. The Bonds authorized by this Ordinance are hereby sold by the City
to , , , 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 , 20 (the Purchase Contract)
attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for
all purposes. The pricing terms of the sale of the Bonds are hereby found and determined to be
the most advantageous reasonably obtainable by the City. The Initial Bond(s) shall be registered
in the name of . Any Authorized Official 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 City hereby ratifies, confirms, and approves in all respects (i) the City's
prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in
accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary
Official Statement by the Purchasers in connection with the public offering and sale of the
Bonds. 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 Official), shall be and is hereby in all respects approved and the Purchasers are
hereby authorized to use and distribute the final Official Statement, dated , 20, in
the reoffering, sale and delivery of the Bonds to the public. The Mayor and/or City Secretary are
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further authorized and directed to manually execute and deliver for and on behalf of the City
copies of the Official Statement in final form as may be required by the Purchasers, and such
final Official Statement in the form and content manually executed by said officials shall be
deemed to be approved by the City Council and constitute the Official Statement authorized for
distribution and use by the Purchasers.
Proceeds from the sale of the Bonds shall be applied as follows:
A. Accrued interest, if any, received from the Purchasers shall be deposited into the
Bond Fund.
B. The City received an original reoffering premium from the sale of the Bonds of
$ , $ of which is hereby allocated by the City to pay certain costs of
issuance and the balance allocated by the City in the manner described in Subsection C below.
C. The balance of the proceeds derived from the sale of the Bonds (after paying other
costs of issuance and the other deposits referred to in paragraphs A and B above) shall be
deposited into the special construction account or accounts created for the projects to be
constructed with the Bond proceeds. This special construction account shall be established and
maintained at the City's depository bank and shall be invested in accordance with the provisions
of Section 18 of this Ordinance. Interest earned on the proceeds of the Bonds pending
completion 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
deposited into the Bond Fund and expended in accordance with Section 14.
SECTION 30: Covenants to Maintain Tax -Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings:
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.
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Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations.
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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
(a) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations; and
(b) the Bonds and the Bonds, treated as a single issue,
has the meaning set forth in Section 1.148-4 of the Regulations.
B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on
any Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Bond, the City shall comply
with each of the specific covenants in this Section.
C. No Private Use or Private Payments. Except as would 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 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.
D. No Private Loan. Except as would not cause the Bonds to become "private
activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings
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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 as would not cause the Bonds to become
"arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings
thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly
or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield
of any Investment acquired with Gross Proceeds, whether then held or previously disposed of,
materially exceeds the Yield of the Bonds.
F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed within the meaning of section
149(b) of the Code and the Regulations and rulings thereunder.
G. Information Report. The City shall timely file the information required by section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary may prescribe.
H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in
section 148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and apart from
all other funds (and receipts, expenditures and investments thereof) and shall retain all
records of accounting for at least six years after the day on which the last Outstanding
Bond is discharged. However, to the extent permitted by law, the City may commingle
Gross Proceeds of the Bonds with other money of the City, provided that the City
separately accounts for each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall calculate
the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and
the Regulations and rulings thereunder. The City shall maintain such calculations with its
official transcript of proceedings relating to the issuance of the Bonds until six years after
the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to induce such
purchase by measures designed to insure the excludability of the interest thereon from the
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gross income of the owners thereof for federal income tax purposes, the City shall pay to
the United States out of the Bond Fund or its general fund, as permitted by applicable
Texas statute, regulation or opinion of the Attorney General of the State of Texas, the
amount that when added to the future value of previous rebate payments made for the
Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148-
3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such
date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the
Rebate Amount on such date. In all cases, the rebate payments shall be made at the
times, in the installments, to the place and in the manner as is or may be required by
section 148(f) of the Code and the Regulations and rulings thereunder, and shall be
accompanied by Form 8038-T or such other forms and information as is or may be
required by section 148(f) of the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors are
made in the calculations and payments required by paragraphs (2) and (3), and if an error
is made, to discover and promptly correct such error within a reasonable amount of time
thereafter (and in all events within one hundred eighty (180) days after discovery of the
error), including payment to the United States of any additional Rebate Amount owed to
it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection H of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Bonds not been
relevant to either party.
J. Bonds Not Hedge Bonds.
(1) The City reasonably expects to spend at least 85% of the spendable
proceeds of the Bonds within three years after such Bonds are issued.
(2) Not more than 50% of the proceeds of the Bonds will be invested in
Nonpurpose Investments having a substantially guaranteed Yield for a period of four
years or more.
K. Elections. The City hereby directs and authorizes each Authorized Official, or
any combination of them, to make elections permitted or required pursuant to the provisions of
the Code or the Regulations, as they deem necessary or appropriate in connection with the
Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or
document. Such elections shall be deemed to be made on the Closing Date.
SECTION 31: Control and Custody of Bonds. The Mayor shall be and is hereby
authorized to take and have charge of all necessary orders and records pending investigation by
the Attorney General of the State of Texas and shall take and have charge and control of the
Bonds pending their approval by the Attorney General of the State of Texas, the registration
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thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the
Bonds to the Purchasers.
Furthermore, any Authorized Official or any combination of them 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 and their
registration by the Comptroller of Public Accounts and, together with the City's Bond Counsel
and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial
Bond(s) to the Purchasers.
SECTION 32: Satisfaction of Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Bonds, at the times and in the manner stipulated in this Ordinance, then the lien on and
pledge of Junior Lien Pledged Revenues made 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.
The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within
the meaning and with the effect expressed above in this Section when (i) money sufficient to pay
in full such Bonds or the principal amount(s) thereof at Stated Maturity or 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, or (ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities have, in the case of a net defeasance,
been certified by an independent accounting firm to mature as to principal and interest in such
amounts and at such times as will insure the availability, without reinvestment, of sufficient
money, together with any money deposited therewith, if any, to pay when due the principal of
and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated
Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable
arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption
date thereof for the Bonds. In the event of a gross defeasance of the Bonds, the City shall deliver
a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third
party concerning the deposit of cash and/or Government Securities to pay, when due, the
principal of, redemption premium (if any), and interest due on any defeased Bonds. The City
covenants that no deposit of money or Government Securities will be made under this Section
and no use made of any such deposit which would cause the Bonds to be treated as arbitrage
bonds within the meaning of section 148 of the Code (as defined in Section 30 hereof).
Any money so deposited with the Paying Agent/Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow
agent, pursuant to this Section which is not required for the payment of the Bonds, or any
principal amount(s) thereof, or interest thereon with respect to which such money has been so
deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any
money held by the Paying Agent/Registrar for the payment of the principal of and interest on the
Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity, or
applicable redemption date, of the Bonds such money was deposited and is held in trust to pay
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shall upon the request of the City be remitted to the City against a written receipt therefor,
subject to the unclaimed property laws of the State of Texas.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby
provided that any determination not to redeem defeased Bonds that is made in conjunction with
the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable,
provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves
the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that
right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that
notice of the reservation be included in any redemption notices that it authorizes; and (4) at the
time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased
debt as though it was being defeased at the time of the exercise of the option to redeem the
defeased Bonds, after taking the redemption into account in determining the sufficiency of the
provisions made for the payment of the defeased Bonds.
SECTION 33: Ordinance a Contract; Amendments - Outstanding Bonds. The City
acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the
Holders from time to time, binding on the City and its successors and assigns, and it shall not be
amended or repealed by the City so long as any Bond remains Outstanding except as permitted in
this Section. The City may, without the consent of or notice to any Holders, from time to time
and at any time, amend this Ordinance in any manner not detrimental to the interests of the
Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission
herein. In addition, the City may, with the written consent of Holders holding a majority in
aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or
rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders
of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or
times of payment of the principal of and interest on the Bonds, reduce the principal amount
thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify
the terms of payment of the principal of or interest on the Bonds, (2) give any preference to any
Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for
consent to any such amendment, addition, or rescission.
SECTION 34: Printed Opinion. The Purchasers' obligation to accept delivery of the
Bonds is subject to their being furnished a final opinion of Fulbright & Jaworski LLP, as Bond
Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered
as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy
of said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining
thereto executed by facsimile signature of the City's Secretary is hereby approved and
authorized.
SECTION 35: 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.
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SECTION 36: Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 37: 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, Financial
Advisors, the Paying Agent/Registrar, and the Holders.
SECTION 38: Inconsistent Provisions. All resolutions and ordinances, 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 resolved herein.
SECTION 39: 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 40: 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 41: Incorporation of Preamble Recitals. The recitals contained in the
preamble hereof are hereby found to be true, and such recitals are hereby made a part of this
Ordinance for all purposes and are adopted as a part of the judgment and findings of the City
Council.
SECTION 42: Authorization of Paying Agent/Registrar Agreement. The City Council
hereby finds and determines that it is in the best interest of the City to authorize the execution of
a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of
the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially
final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance.
SECTION 43: 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 44: Continuing Disclosure of Information.
A. Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
EMMA means the MSRB's Electronic Municipal Market Access system, accessible by
the general public, without charge, on the internet through the uniform resource locator (URL)
http ://www.emma.msrb.org.
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MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
B. Annual Reports. The City shall file annually with the MSRB, (1) within six
months after the end of each Fiscal Year of the City ending in or after 2015, financial
information and operating data with respect to the System of the general type included in the
final Official Statement authorized by Section 30 of this Ordinance, being the information
described in Exhibit C hereto, and (2) if not provided as part such financial information and
operating data, audited financial statements of the City, when and if available. Any financial
statements 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 financial statements and the audit is completed within the period
during which they must be provided. If the audit of such financial statements is not complete
within such period, then the City shall file unaudited financial statements within such period and
audited financial statements for the applicable Fiscal Year to the MSRB, when and if the audit
report on such statements becomes available.
If the City changes its Fiscal Year, it will file notice thereof with the MSRB of the change
(and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise
would be required to provide financial information and operating data pursuant to this Section.
C. Notice of Certain Events. The City shall file notice of any of the following events
with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days
after occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB), or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
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(7) Modifications to rights of Holders of the Bonds, if material;
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(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds,
if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material; and
(14) Appointment of a successor or additional Paying Agent/Registrar or the
change of name of a Paying Agent/Registrar, if material.
For these purposes, any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall file notice with the MSRB, in a timely manner, of any failure by the City
to provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations, Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person" with respect to the Bonds within the meaning of the
Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be
no longer Outstanding.
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
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presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
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 that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal
amount (or any greater amount required by any other provision of this Ordinance that authorizes
such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the Holders and beneficial owners of the
Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or
repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, and the City also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a)
such provisions as so amended and (b) any amendments or interpretations of the Rule. If the
City so amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
E. Information Format — Incorporation by Reference. The City information required
under this Section shall be filed with the MSRB through EMMA in such format and
accompanied by such identifying information as may be specified from time to time thereby.
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Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA
must be in word -searchable portable document format (PDF) files that permit the document to be
saved, viewed, printed, and retransmitted by electronic means and the series of obligations to
which such continuing disclosure documents relate must be identified by CUSIP number or
numbers.
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. The Bonds are initially 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 Bond(s)
described in Section 8) 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 F
(the Representation Letter).
With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any
broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to
time as securities depository (a Depository Participant) or to any person on behalf of whom such
a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without
limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have
no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede &
Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the
delivery to any Depository Participant or any other person, other than a registered owner of the
Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any
notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect
Participant or any other Person, other than a Holder of a Bond, of any amount with respect to
principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person
other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond
certificate evidencing the obligation of the City to make payments of principal, premium, if any,
and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or
drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such
new nominee of DTC.
In the event that (a) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (b) the Representation Letter
shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest
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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 46: Declaration of Intent to Reimburse for the Prior Expenditure of Certain
Expenses. This Ordinance shall serve as a declaration of intent to establish the City's
reasonable, official intent under Section 1.150-2 of the Regulations and Section 1201.042 to
reimburse itself from certain of the proceeds of the Bonds for any capital expenditures previously
incurred (not more than 60 days prior to the date hereof) or to be incurred with respect to the
Project from the City's General Fund or other lawfully available funds of the City.
The City intends to issue one or more series of Bonds hereunder and, within 30 days after
the date of issuance of a series Bonds, allocated the proceeds therefrom to reimburse the City for
prior lawful expenditures with respect to the System improvements for which the Bonds are
issued in a manner to comply with the Regulations. Any such reimbursed expenditures will be a
type properly chargeable to a capital account (or would be so chargeable with a proper election)
under general federal income tax principals. The City intends to otherwise comply, in addition
to those matters addressed within this Ordinance, with all the requirements contained in the
Regulations.
With respect to the proceeds of a series of Bonds allocated to reimburse the City for prior
expenditures, the City shall not employ an abusive device under Section 1.148-10 of the
Regulations, including using within one year of the reimbursement allocation, the funds
corresponding to the proceeds of such series of Bonds in a manner that results in the creation of
"replacement proceeds", as defined in Section 1.148-1 of the Regulations, of the particular series
of Bonds or another issue of tax-exempt obligations.
SECTION 47: 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 Agreement, the Paying Agent/Registrar Agreement, and the
Purchase Contract. In addition, prior to the initial delivery of the Bonds, each Authorized
Official and Bond Counsel are hereby authorized and directed to approve any technical changes
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or corrections to this Ordinance or to any of the instruments authorized and approved by this
Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Ordinance and as
described in the Official Statement, (ii) obtain a rating from any of the national bond rating
agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In
case any officer of the City whose signature shall appear on any certificate shall cease to be such
officer before the delivery of such certificate, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
SECTION 48: 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 49: 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 50: Automatic Budget Amendments to Reflect Final Debt Service Payments.
To the extent that the City Council has adopted an annual budget that includes payment of debt
service on any Bonds issued (or to be issued) pursuant to this Ordinance based on the City's
reasonable expectations and projections relative to those Bonds, such budget entries shall, upon
the issuance of Bonds, be automatically adjusted to reflect actual debt service payments on those
Bonds coming due during the period of time covered by such budget. Each Authorized Official,
or the designee thereof, is authorized to make such necessary budget entries and/or adjustments
to reflect these final debt service amounts.
SECTION 51: Covenant to Not Issue New Money Additional Priority Bonds.
Notwithstanding its ability to do so pursuant to the terms of the City ordinances authorizing the
issuance of the Previously Issued Priority Bonds (the Priority Bonds Ordinances), the City shall
no longer issue "Additional Priority Bonds" (as such term is defined in the Priority Bonds
Ordinances) for new money purposes. This prohibition does not prohibit the issuance of
Additional Priority Bonds for any refunding purposes permitted under Chapter 1207, as
amended, Texas Government Code.
SECTION 52: Covenants of Compliance. The City shall faithfully and punctually
perform all duties with reference to the System required by the Act, all other applicable laws of
the State of Texas, and the provisions of this Ordinance and that the City shall render no free
service to any customers or other persons.
SECTION 53: 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
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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 54: Effective Date. This Ordinance shall be in force and effect from and after
its final passage, and it is so resolved.
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SIGNED AND SEALED THIS 18th DAY OF NOVEMBER, 2014.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
(SEAL)
APPROVED THIS 18th DAY OF NOVEMBER, 2014:
Miles Risley, City Attorney
82296485.8
S-1
THE STATE OF TEXAS
COUNTY OF NUECES
CITY OF CORPUS CHRISTI
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 18th day of
November, 2014, authorizing the issuance of one or more series of the City's Utility System
Revenue Improvement Bonds, 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 18th day of November,
2014.
82296485.8
City Secretary
(CITY SEAL)
S-2
The foregoing ordinance was read for the first time and passed to its second reading on this the
11th day of November, 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Rioj as
Priscilla Leal Mark Scott
David Loeb
That the foregoing ordinance was read for the second time and passed finally on this the 18th day
of November, 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Rioj as
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the 18th day of November, 2014.
ATTEST:
Rebecca Huerta Nelda Martinez
City Secretary Mayor
82296485.8
S-3
INDEX TO SCHEDULES AND EXHIBITS
Schedule I Approval Certificate
Exhibit A Paying Agent/Registrar Agreement
Exhibit B Purchase Contract
Exhibit C Description of Annual Financial Information
Exhibit D Form of Reimbursement Agreement
Exhibit E DTC Letter of Representations
82296485.8
S-4
82296485.8
SCHEDULE I
Approval Certificate
See Tab No.
Schedule I-1
82296485.8
EXHIBIT A
Paying Agent/Registrar Agreement
See Tab No.
A-1
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EXHIBIT B
Purchase Contract
See Tab No.
B-1
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, unaudited financial
statements of the City for the most recently concluded Fiscal Year.
2. Tables 1 through 23 contained in the Official Statement; and the Audited Financial
Statement of the City, as set forth in Appendix B to the Official Statement.
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.
82296485.8
C-1
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EXHIBIT D
Form of Reimbursement Agreement
D-1
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EXHIBIT E
DTC Letter of Representations
See Tab No.
E-1
AGENDA MEMORANDUM
First Reading for the City Council Meeting of November 11, 2014
Second Reading for the City Council Meeting of November 18, 2014
DATE: November 11, 2014
TO: Ronald L. Olson, City Manager
FROM: Constance P. Sanchez, Director of Financial Services
ConstanceP@cctexas.com
(361) 826-3227
Authorization for the Issuance of Utility System Revenue Bonds — Variable Rate
CAPTION:
Ordinance authorizing the issuance of one or more series of City of Corpus Christi,
Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, in an
aggregate principal amount, when combined with other City Utility System Revenue
Obligations authorized on the date hereof, not to exceed $115,000,000, pursuant to the
delegation provisions set forth herein; making provisions for the payment and security
thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility
System on a parity with certain currently outstanding Utility System Revenue
Obligations; stipulating the terms and conditions for the issuance of additional revenue
bonds on a parity therewith; prescribing the forms, terms, conditions, and resolving
other matters incident and related to the issuance, sale and delivery of each series of
bonds; including the approval and distribution of one or more Official Statements
pertaining thereto; authorizing the execution of one or more paying agent/registrar
agreements, and one or more remarketing agreements, one or more tender agent
agreements, and one or more purchase contracts; complying with the requirements
imposed by the letter of representations previously executed with the depository trust
company; establishing the City's intention to reimburse itself from the proceeds of any
such series of bonds for the prior lawful expenditure of funds to construct various City
improvements; delegating the authority to certain members of the City staff to execute
certain documents relating to the sale of each series of bonds; and providing an
effective date.
PURPOSE:
The City plans on issuing up to $115,000,000 of Utility System Revenue Bonds to fund
utility projects outlined in Year 1 of the Fiscal Year 2015 Capital Improvement Plan. In
an effort to provide the City with the most flexibility, authorization is being requested for
the issuance of both fixed rate bonds (with approval of a prior agenda item) and variable
rate bonds (with approval of this agenda item). Consideration will be given to issuing
variable rate bonds at the time of pricing, upon consultation by both the City's financial
advisor and bond counsel. Interest rates on short-term variable rate debt are
substantially lower than on fixed rate, which could provide the City rate pressure relief.
BACKGROUND AND FINDINGS:
With the beginning of the new fiscal year, it is the City's intent to fully fund the utility
projects outlined in Year 1 of the Fiscal Year 2015 Capital Improvement Plan (CIP) with
Utility System Revenue Bonds. Included in these bonds will be funding for capital
expenditures related to the acquisition, construction, equipping, or furnishing of any
project or facility related to the City's Combined Utility System.
Because of the fluctuating conditions in the municipal bond market, our financial advisor
has recommended that the City Council delegate to the City Manager, Deputy City
Manager, Assistant City Manager for General Government and Operations Support, and
the Director of Financial Services (the "Delegated Officials") the authority to effect the
sale of the bonds subject to the following parameters: (1) the principal amount in total of
all bonds sold may not exceed $115,000,000 and (2) none of the bonds shall bear
interest at a rate greater than 6% per year. The City's bond counsel has confirmed that
the City can delegate the sale of the bonds to the Delegated Officials in the manner
outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas
Government Code.
In addition, this ordinance gives the City the authority to reimburse itself from bond
proceeds for qualifying expenditures. In order to adhere to the time schedules to insure
timely completion of the CIP projects, the City must move forward with contracts prior to
the completion of the final closing on the bonds. These amounts will not exceed
$115,000,000. For the City to be eligible for reimbursement of any expenditure incurred
prior to the bond sale, the City must declare its intent to reimburse itself for payments
made prior to the bonds being sold. This action must meet specific U. S. Treasury
Regulations and requires approval by the City Council.
ALTERNATIVES: n/a
OTHER CONSIDERATIONS: n/a
CONFORMITY TO CITY POLICY:
This item conforms to City policy.
EMERGENCY/NON-EMERGENCY:
Issuance of municipal obligations are exempted from the City's charter provision
regarding dual reading and/or emergency adoption provisions pursuant to the provisions
of Section 1201.028, as amended, Texas Government Code.
DEPARTMENTAL CLEARANCES:
Bond Counsel
Legal Department
FINANCIAL IMPACT:
❑ Not Applicable ❑ Operating Expense
X Revenue
CIP
FISCAL YEAR:
Project to Date Exp.
(CIP Only)
Current
Year
Future
Years
TOTALS
Budget
-
$115,000,000
-
$ 115,000,000
Encumbered/Expended
amount of (date)
-
-
-
-
This item
-
$115,000,000
-
$ 115,000,000
BALANCE
-
-
-
-
FUND(S): CIP Funds
COMMENTS: n/a
RECOMMENDATION:
Staff recommends approval of the ordinance as presented.
LIST OF SUPPORTING DOCUMENTS:
Ordinance
DRAFT OF
11/4/2014
CITY OF CORPUS CHRISTI, TEXAS
ORDINANCE NO. 2014 -11 -11 -
Adopted November 18, 2014
Authorizing:
Not to Exceed
$115,000,000
CITY OF CORPUS CHRISTI, TEXAS
UTILITY SYSTEM VARIABLE RATE
JUNIOR LIEN REVENUE IMPROVEMENT BONDS
82297305.6
TABLE OF CONTENTS
ARTICLE I DEFINITIONS 3
SECTION 1.1. Definitions 3
ARTICLE II THE BONDS 19
SECTION 2.1.
SECTION 2.2.
SECTION 2.3.
SECTION 2.4.
SECTION 2.5.
SECTION 2.6.
SECTION 2.7.
SECTION 2.8.
SECTION 2.9.
SECTION 2.10.
SECTION 2.11.
SECTION 2.12.
SECTION 2.13.
SECTION 2.14.
Authorization 19
Terms 21
Payment of Bonds; Paying Agent/Registrar; Calculation
Agent 37
Redemption 40
Purchase of Bonds 44
Book -Entry -Only System 53
Execution; Registration; Transfer; and Exchange 54
Initial Bonds 55
Bonds Are Negotiable Instruments 56
Cancellation 56
Mutilated, Destroyed, Lost, and Stolen Bonds 56
Sale of Bonds; Official Statement Approval; Approval of
Purchase Contract 57
Application of Bond Proceeds 58
Control and Custody of Bonds 58
ARTICLE III FORMS OF BONDS 59
SECTION 3.1.
SECTION 3.2.
SECTION 3.3.
SECTION 3.4.
SECTION 3.5.
SECTION 3.6.
Forms Generally 59
Form of Definitive Bond 60
Form of Registration Certificate of Comptroller of Public
Accounts 63
Form of Certificate of Paying Agent/Registrar 64
Form of Assignment 64
Form of Notice of Demand Privilege, Mandatory Tender,
and Liquidity Support 65
ARTICLE IV SECURITY AND LIQUIDITY 68
SECTION 4.1. Liquidity Facility 68
SECTION 4.2. Credit Enhancement 70
SECTION 4.3. Pledge of Junior Lien Pledged Revenues 74
SECTION 4.4. Satisfaction of Obligation of City 74
ARTICLE V SYSTEM FUNDS AND ACCOUNTS 75
SECTION 5.1.
SECTION 5.2.
SECTION 5.3.
SECTION 5.4.
SECTION 5.5.
System Fund 75
Bond Fund; Excess Bond Proceeds 76
Reserve Fund 77
Deficiencies; Excess Net Revenues 79
Payment of Bonds 80
-i-
TABLE OF CONTENTS
(continued)
SECTION 5.6. Investments 80
ARTICLE VI COVENANTS 80
SECTION 6.1.
SECTION 6.2.
SECTION 6.3.
SECTION 6.4.
SECTION 6.5.
SECTION 6.6.
SECTION 6.7.
SECTION 6.8.
SECTION 6.9.
Application of the Covenants and Agreements of the
Priority Bonds 80
Issuance of Additional Priority Bonds, Additional Junior
Lien Obligations, Additional Subordinate Lien Obligations,
and Additional Inferior Lien Obligations 81
Refunding Bonds 85
Rates and Charges 85
Security of Funds 86
General Covenants 86
Remedies in Event of Default 90
Covenants to Maintain Tax -Exempt Status 90
Continuing Disclosure Undertaking 94
ARTICLE VII MISCELLANEOUS 98
SECTION 7.1.
SECTION 7.2.
SECTION 7.3.
SECTION 7.4.
SECTION 7.5.
SECTION 7.6.
SECTION 7.7.
SECTION 7.8.
SECTION 7.9.
SECTION 7.10.
SECTION 7.11.
SECTION 7.12.
SECTION 7.13.
SECTION 7.14.
SECTION 7.15.
SECTION 7.16.
SECTION 7.17.
SECTION 7.18.
SECTION 7.19.
SECTION 7.20.
SECTION 7.21.
Ordinance a Contract; Amendments 98
Opinion 98
CUSIP Numbers 99
Notices 99
Effect of Headings 100
Benefits of Ordinance 100
Inconsistent Provisions 101
Governing Law 101
Severability 101
Incorporation of Preamble Recitals 101
Public Meeting 101
Authorization of Paying Agent/Registrar Agreement 101
No Recourse Against City Officials 102
Further Action 102
Declaration of Intent to Reimburse for the Prior
Expenditure of Certain Expenses 102
Further Procedures 102
Unavailability of Authorized Publication 103
No Recourse Against City Officials 103
Automatic Budget Amendments to Reflect Final Debt
Service Payments 103
Covenant to Not Issue New Money Additional Priority
Bonds 103
Covenants of Compliance 104
TABLE OF CONTENTS
(continued)
SECTION 7.22. Construction of Terms 104
SECTION 7.23. Effective Date 104
APPROVAL CERTIFICATE SCHEDULE I
FORM OF PAYING AGENT / REGISTRAR AGREEMENT EXHIBIT A
FORM OF TENDER AGENT AGREEMENT EXHIBIT B
FORM OF PURCHASE CONTRACT EXHIBIT C
FORM OF LETTER OF REPRESENTATIONS WITH DTC EXHIBIT D
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION EXHIBIT E
FORM OF REMARKETING AGREEMENT EXHIBIT F
AUTHORIZING THE ISSUANCE OF ONE OR MORE SERIES OF CITY
OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM VARIABLE RATE
JUNIOR LIEN REVENUE IMPROVEMENT BONDS, IN AN
AGGREGATE PRINCIPAL AMOUNT, WHEN COMBINED WITH
OTHER CITY UTILITY SYSTEM REVENUE OBLIGATIONS
AUTHORIZED ON THE DATE HEREOF, NOT TO EXCEED
$115,000,000, PURSUANT TO THE DELEGATION PROVISIONS SET
FORTH HEREIN; MAKING PROVISIONS FOR THE PAYMENT AND
SECURITY THEREOF BY A JUNIOR AND INFERIOR LIEN ON AND
PLEDGE OF THE NET REVENUES OF THE CITY'S UTILITY SYSTEM
ON A PARITY WITH CERTAIN CURRENTLY OUTSTANDING
UTILITY SYSTEM REVENUE OBLIGATIONS; STIPULATING THE
TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL
REVENUE BONDS ON A PARITY THEREWITH; PRESCRIBING THE
FORMS, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS
INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND
DELIVERY OF EACH SERIES OF BONDS; INCLUDING THE
APPROVAL AND DISTRIBUTION OF ONE OR MORE OFFICIAL
STATEMENTS PERTAINING THERETO; AUTHORIZING THE
EXECUTION OF ONE OR MORE PAYING AGENT/REGISTRAR
AGREEMENTS, ONE OR MORE REMARKETING AGREEMENTS, ONE
OR MORE TENDER AGENT AGREEMENTS, AND ONE OR MORE
PURCHASE CONTRACTS; COMPLYING WITH THE REQUIREMENTS
IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY
EXECUTED WITH THE DEPOSITORY TRUST COMPANY;
ESTABLISHING THE CITY'S INTENTION TO REIMBURSE ITSELF
FROM THE PROCEEDS OF ANY SUCH SERIES OF BONDS FOR THE
PRIOR LAWFUL EXPENDITURE OF FUNDS TO CONSTRUCT
VARIOUS CITY IMPROVEMENTS; DELEGATING THE AUTHORITY
TO CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE
CERTAIN DOCUMENTS RELATING TO THE SALE OF EACH SERIES
OF BONDS; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the
City) has heretofore issued, and there are currently Outstanding, revenue bonds (the Previously
Issued Priority Bonds) secured by a first and prior lien on and pledge of the Net Revenues (as
hereinafter defined) of the City's combined utility systems (as further described and defined
herein, the System); and
WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued
Priority Bonds, the City reserved the right to issue revenue bonds on parity with the Priority
Bonds (as hereinafter defined); and
WHEREAS, the City Council has heretofore issued, and there are currently outstanding,
revenue bonds (the Previously Issued Junior Lien Obligations) secured by a lien on and pledge
82297305.6
of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the
repayment of the Priority Bonds; and
WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued
Junior Lien Obligations, the City reserved the right to issue revenue bonds on a parity with the
Junior Lien Obligations (as hereinafter defined) from time to time outstanding; and
WHEREAS, the City Council has heretofore issued, and there are currently outstanding,
obligations supported by a lien on and pledge of the Net Revenues of the System that are inferior
to the lien thereon and pledge thereof securing the Priority Bonds and the Junior Lien
Obligations but superior to the lien thereon and pledge thereof securing the hereinafter -defined
Previously Issued Inferior Lien Obligations (the Previously Issued Subordinate Lien
obligations); and
WHEREAS, the City Council has heretofore entered into a certain Federal Contract (as
hereinafter defined) supported by a lien on and pledge of the Net Revenues of the System
inferior to the lien thereon and pledge thereof securing the Priority Bonds, the Junior Lien
Obligations, and the Previously Issued Subordinate Lien Obligations (such Federal Contract, the
Previously Issued Inferior Lien Obligations); and
WHEREAS, the City Council has determined for the purpose of improving the credit
quality of its Junior Lien Obligations, which has become its primary lien for issuing System debt,
that it will no longer issue obligations secured by a first and prior lien on and pledge of the Net
Revenues of the System, on parity with the lien thereon and pledge thereof securing the
Previously Issued Priority Bonds, for new money purposes and, at such time as no Priority
Bonds remain outstanding, all System revenue obligations now subordinate and inferior to the
Priority Bonds in priority of lien on and pledge of Net Revenues shall be elevated in kind in
priority of lien and payment; and
WHEREAS, the City Council deems it appropriate and in its best interest to issue the
hereinafter authorized revenue bonds, in one or more series, for the primary purpose of
acquiring, purchasing, constructing, improving, repairing, extending, enlarging, equipping, and
renovating the System; and
WHEREAS, the City Council hereby finds and determines that, pursuant to the authority
provided by Chapter 1371, as amended, Texas Government Code (Chapter 1371), the delegation
to each Authorized Official (as hereinafter defined) of the authority to execute an Approval
Certificate (as hereinafter defined) relating to each series of bonds issued hereunder (a form of
which Approval Certificate is attached hereto as Schedule I) to establish and approve the final
terms of sale of any such series of bonds (within the parameters specified herein) is in the best
interest of the City; and
WHEREAS, the City is empowered by the provisions of Chapter 1371 and Chapter 1502,
as amended, Texas Government Code (together, the Act) and the City's Home Rule Charter to
issue revenue bonds in the manner herein contemplated; and
82297305.6
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WHEREAS, the City intends to reimburse itself, within eighteen months from the later of
the date of expenditure or the date the property financed is placed in service (but in no event
more than three years after the original expenditures are paid), for the prior lawful capital
expenditure of funds from the proceeds of a series of Bonds issued hereunder; and
WHEREAS, under the Regulations, to fund such reimbursement with proceeds of Bonds
issued hereunder, the City must declare its expectation ultimately to make such reimbursement
before making the expenditures; and
WHEREAS, the City Council hereby finds and determines that the reimbursement for the
prior expenditure of funds of the City is not inconsistent with the City's budgetary and financial
circumstances; and
WHEREAS, the City Council hereby finds and determines that the actions authorized
hereby and the adoption of this Ordinance are in the best interest of the residents of the City; and
now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS:
ARTICLE I
DEFINITIONS
SECTION 1.1. Definitions.
For all purposes of this Ordinance, except as otherwise expressly provided or unless the
context otherwise requires, (a) the terms defined in this Section have the meanings assigned to
them in this Section, certain terms defined in other sections of and the preamble to this
Ordinance have the meanings assigned to them in such sections and preamble, and all such terms
include the plural as well as the singular; (b) all references in this Ordinance to designated
Sections, Schedules, Exhibits, and other subdivisions are to the designated Sections, Schedules,
Exhibits, and other subdivisions of this Ordinance as originally adopted; and (c) 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.
Accountant means a nationally recognized independent certified public accountant, or an
independent firm of certified public accountants.
Additional Inferior Lien Obligations means (i) any bonds, notes, warrants, or any similar
obligations hereafter issued by the City that are payable wholly or in part from and equally and
ratably secured by a lien and pledge of the Net Revenues, which pledge is subordinate and
inferior to the lien on and pledge of the Net Revenues that is or will be pledged to the payment of
the Priority Bonds, that is included in Junior Lien Pledged Revenues, that is or will be pledged to
the payment of the Subordinate Lien Obligations, and that is on parity with the lien on and
pledge of the Net Revenues securing the payment of the then -Outstanding Inferior Lien
Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable
82297305.6
-3-
from and equally and ratably secured by such subordinate and inferior lien on and pledge of the
Net Revenues, as determined by the City Council in accordance with applicable law.
Additional Junior Lien Obligations means (i) any bonds, notes, warrants, or any similar
obligations hereafter issued by the City that are payable wholly or in part from and equally and
ratably secured by a lien and pledge of the Junior Lien Pledged Revenues, such pledge to include
a pledge of Net Revenues that is junior and inferior to the lien on and pledge of the Net
Revenues that are or will be pledged to the payment of the Priority Bonds now Outstanding or
hereafter issued by the City but senior and superior to the lien thereon and pledge thereof that is
or will be pledged to the payment of the Subordinate Lien Obligations and Inferior Lien
Obligations now Outstanding or hereafter issued by the City, and (ii) obligations hereafter issued
to refund any of the foregoing that are payable from and equally and ratably secured solely by a
lien on and pledge of the Junior Lien Pledged Revenues, as determined by the City Council in
accordance with applicable law.
Additional Priority Bonds means obligations hereafter issued to refund any of the
Previously Issued Priority Bonds if issued in a manner so as to be 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 applicable law, and under the terms and conditions provided in
Section 6.2A of this Ordinance.
Additional Subordinate Lien Obligations means (i) any bonds, notes, warrants, or any
similar obligations hereafter issued by the City that are payable wholly or in part from and
equally and ratably secured by a lien and pledge of the Net Revenues, such pledge being
subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged
to the payment of the Priority Bonds or that is included in Junior Lien Pledged Revenues, but
senior and superior to the lien thereon and pledge thereof that is or will be pledged to the
payment of the Inferior Lien Obligations now Outstanding or hereafter issued by the City, and on
parity with the lien on and pledge of the Net Revenues securing the payment of the then -
Outstanding Subordinate Lien Obligations and (ii) obligations hereafter issued to refund any of
the foregoing that are payable from and equally and ratably secured by such subordinate and
inferior lien on and pledge of the Net Revenues, as determined by the City Council in accordance
with applicable law.
Applicable Spread means the amount, expressed in basis points, to be added to the
SIFMA Index while Bonds are in a SIFMA Index Mode, to determine the SIFMA Index Rate,
except when Bonds in a SIFMA Index Mode bear interest at a Stepped Rate as provided in
paragraph (e)(ii) of the insert to the Bonds set forth in Section 2.2B. The Applicable Spread for
the Interest Periods when the Bonds are in a SIFMA Index Mode shall be evidenced in the
Approval Certificate relating to the Bonds in such then -applicable Interest Period. The
Applicable Spread for the duration of any Interest Period while the Bonds are in a SIFMA Index
Mode shall be as determined by the Remarketing Agent on any Rate Determination Date
pursuant to paragraph (6) of Section 2.2E, or pursuant to any function or scale determined by the
Remarketing Agent, prior to the first day of such Interest Period, pursuant to paragraph (4) of
Section 2.2E.
82297305.6
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Approval Certificate means a written instrument from time to time executed by an
Authorized Official in accordance with Article II.
Authorized Officials means any of the City Manager of the City, the Deputy City
Manager of the City, the Assistant City Manager for General Government & Operations Support,
and the City's Director of Financial Services.
Average Annual Debt Service Requirements means that average amount which, at the
time of computation, will be required to pay the Debt Service Requirements of obligations when
due and derived by dividing the total of such Debt Service Requirements by the number of years
then remaining before final Stated Maturity. The calculation of Average Annual Debt Service
Requirements shall be net of (1) capitalized interest from bond proceeds and (2) the receipt or
anticipated receipt of a refundable tax credit or similar payment relating to a series of Junior Lien
Obligations irrevocably designated as refundable tax credit bonds, which payment shall be
treated as one offset to regularly scheduled debt service of the series of Junior Lien Obligations
to which it relates.
Bank Bond means, as of any date, any Bond or portion thereof which has been purchased
by a Liquidity Bank pursuant to paragraph (2) of Section 2.5D on or before such date, if on or
before such date and subsequent to such purchase (1) such Bond or portion thereof has not been
sold by the Holder thereof through the Remarketing Agent against payment of the Purchase Price
therefor and (2) the Bank Bondholder of such Bond or portion thereof shall not have declined to
sell such Bond or portion thereof on demand of the Remarketing Agent in accordance with the
provisions of the applicable Liquidity Facility.
Bank Bond Register has the meaning stated in Section 2.3.
Bank Bondholder when used with respect to any Bank Bond means the person in whose
name such Bank Bond is registered in the Bank Bond Register.
Bank Differential when used with respect to any Bank Bond (or portion thereof) as of
any date means the difference, if positive, obtained by subtracting (1) interest accrued thereon to
such date from the most recent Interest Payment Date to which interest on such Bond (or portion
thereof) has been paid or duly provided for at the Daily Rate, Weekly Rate, Commercial Paper
Rate, SIFMA Index Rate, or Term Rate applicable thereto from time to time in effect to such
date, determined as if such Bond (or portion thereof) were not a Bank Bond and such interest
were not compounded from (2) all interest actually accrued on such Bank Bond (or portion
thereof) from such Interest Payment Date to such date.
Bank Rate means, for each day of accrual, the rate defined as such in any Liquidity
Facility which Liquidity Facility has been accepted by the Tender Agent pursuant to
Section 4.1 C, provided that the Paying Agent/Registrar shall have received an Opinion of
Counsel to the effect that the accrual of interest on Bank Bonds at such different rate is
authorized under Texas law and will not adversely affect any excludability of interest on any
Bond from the gross income of the owner thereof for federal income tax purposes.
Bankruptcy Code means Title 11, United States Code, as now or hereafter constituted.
82297305.6
-5-
Bond Fund shall mean the special fund or account created and established by the
provisions of Section 5.2.
Bonds means the CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM
VARIABLE RATE JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 20 ,
dated , 20, authorized by this Ordinance.
Book -Entry -Only Bond means any Bond registered in the name of the Securities
Depository or its nominee
Business Day for the Bonds or portions thereof means any day other than (1) a Saturday
or a Sunday, (2) a legal holiday or the equivalent on which banking institutions generally are
authorized or required to close in the Place of Payment or in the city in which is located the
corporate trust office of the Paying Agent/Registrar or, on or before the first day of the Fixed
Mode for such Bonds or portions thereof, the principal office of the Remarketing Agent or, while
a Credit Facility is in effect, the office of the Credit Enhancer or of its agent at which drafts or
demands for payment under the Credit Facility are to be presented or, while a Liquidity Facility
is in effect, the office of any Liquidity Bank thereunder or of its agent at which drafts or
demands for payment under the Liquidity Facility are to be presented, or (3) a day on which the
New York Stock Exchange is closed.
Calculation Agent means a banking institution, financial institution, or other entity
selected by the City to serve in such capacity under and to perform the duties described in this
Ordinance, which may be the Paying Agent/Registrar or the Remarketing Agent and is, initially,
the Paying Agent/Registrar.
Calculation Reset Date means, during a SIFMA Index Mode, the day immediately
succeeding the SIFMA Determination Date (which shall generally mean each Thursday) or, if
such day is not a Business Day, the immediately preceding Business Day (being the SIFMA
Determination Date).
Capital Additions means a reservoir or other water storage facilities, a water or
wastewater treatment plant or an interest therein, an electric generation facility and/or
distribution system 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.
Capital Improvements means any capital extensions, improvements and betterments to
the System other than Capital Additions.
City means the City of Corpus Christi, Texas, and, where appropriate, the City Council of
the City.
Closing Date means the date of physical delivery of the Initial Bonds in exchange for the
payment in full by the Purchasers.
82297305.6
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Code means the Internal Revenue Code of 1986, as amended and in force and effect on
the Closing Date.
Commercial Paper Mode for any Bond or portion thereof means any period of time,
determined in accordance with Section 2.2C, during which interest on such Bond or portion
thereof (except when a Bank Bond) accrues at the Commercial Paper Rate therefor.
Commercial Paper Rate for any Bond or portion thereof has the meaning stated in
paragraph (f) of the insert to the Bonds set forth in Section 2.2B, to be determined in accordance
with paragraph (3) of Section 2.2E.
Concurrently Approved Ordinance shall mean the ordinance adopted by the City
Council on the date hereof authorizing the issuance of one or more series of Additional Junior
Lien Obligations that bear interest at a fixed rate.
Credit Agreement means a loan agreement, revolving credit agreement, agreement
establishing a line of credit, letter of credit, reimbursement agreement, insurance contract,
commitments to purchase Debt, purchase or sale agreements, interest rate swap agreements, or
commitments or other contracts or agreements authorized, recognized, and approved by the City
as a Credit Agreement in connection with the authorization, issuance, security, or payment of
any obligation authorized by Chapter 1371, and which includes any Credit Facility or Liquidity
Facility.
Credit Enhancer means the obligor on the Credit Facility, if any, and such obligor's
successors in such capacity and assigns.
Credit Enhancer Default means the occurrence and continuance of one or more of the
following events: (1) wrongful dishonor of any demand or claim made under a Credit Facility,
(2) the issuance, under the applicable laws of any state, of an order of rehabilitation, liquidation,
or dissolution of the Credit Enhancer; (3) the commencement by the Credit Enhancer of a
voluntary case or other proceeding seeking liquidation, reorganization, or other relief with
respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or
hereafter in effect including, without limitation, the appointment of a Paying Agent/Registrar,
receiver, liquidator, custodian, or other similar official for itself or any substantial part of its
property; (4) the consent by the Credit Enhancer to any relief referred to in the preceding
Clause (3) in an involuntary case or other proceeding commenced against it; (5) the making by
the Credit Enhancer of an assignment for the benefit of creditors; (6) the failure of the Credit
Enhancer generally to pay its debts or claims when due; or (7) the initiation by the Credit
Enhancer of any action to authorize any of the foregoing.
Credit Facility means any obligation accepted by the Paying Agent/Registrar pursuant to
Section 4.2K and then in effect, if any, including all endorsements, amendments, and extensions
thereof. There shall initially be no Credit Facility.
Credit Provider means any bank, financial institution, insurance company, surety bond
provider, or other institution which provides, executes, issues, or otherwise is a party to or
provider of a Credit Agreement or Credit Facility.
82297305.6
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Daily Mode for any Bond or portion thereof means any period of time, determined in
accordance with Section 2.2C, during which interest on such Bond or portion thereof (except
when a Bank Bond) accrues at the Daily Rate therefor.
Daily Rate has the meaning stated in paragraph (c) of the insert to the Bonds set forth in
Section 2.2B, to be determined in accordance with paragraph (1) of Section 2.2E.
Debt means (1) all indebtedness payable from Net Revenues and/or Junior Lien Pledged
Revenues incurred or assumed by the City for borrowed money (including indebtedness payable
from Net Revenues and/or Junior Lien Pledged Revenues arising under Credit Agreements) and
all other financing obligations of the System payable from Net Revenues and/or Junior Lien
Pledged Revenues that, in accordance with generally accepted accounting principles, are shown
on the liability side of a balance sheet; and (2) all other indebtedness payable from Junior Lien
Pledged Revenues and/or Net Revenues (other than indebtedness otherwise treated as Debt
hereunder) for borrowed money or for the acquisition, construction, or improvement of property
or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly,
in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City
through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance
or supply funds for the payment or purchase of any such indebtedness or to purchase property or
services primarily for the purpose of enabling the debtor or seller to make payment of such
indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in
any other manner invest in the debtor (including any agreement to pay for property or services
irrespective of whether or not such property is delivered or such services are rendered), or
otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if,
upon or prior to the maturity thereof, there shall have been deposited with the proper depository
(a) in trust the necessary funds (or investments that will provide sufficient funds, if permitted by
the instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or
(b) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered
Debt. No item shall be considered Debt unless such item constitutes indebtedness under
generally accepted accounting principles applied on a basis consistent with the financial
statements of the System in prior Fiscal Years.
Debt Service Requirements means, 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 calculated by
assuming (i) that the interest rate for every 12 -month period on such bonds is equal to the rate of
interest reported in the most recently published edition of The Bond Buyer (or its successor) at
the time of calculation as the "Revenue Bond Index" or, if such Revenue Bond Index is no
longer being maintained by The Bond Buyer (or its successor) at the time of calculation, such
interest rate shall be assumed to be 80% of the rate of interest then being paid on United States
Treasury obligations of like maturity and (ii) that, in the case of bonds not subject to fixed
scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized
such that annual debt service is substantially level over the remaining stated life of such bonds or
in the manner permitted under Section 1371.057(c), as amended, Texas Government Code as the
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same relates to interim or non—permanent indebtedness, and in the case of obligations required to
be redeemed or prepaid as to principal prior to Stated Maturity according to a fixed schedule, the
principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the
mandatory redemption provisions applicable thereto (in each case notwithstanding any
contingent obligation to redeem bonds more rapidly). For the term of any Credit Agreement in
the form of an interest rate hedge agreement entered into in connection with any such
obligations, Debt Service Requirements shall be computed by netting the amounts payable to the
City under such hedge agreement from the amounts payable by the City under such hedge
agreement and such obligations.
Depository means an official depository bank of the City.
DTC Participant means those broker-dealers, banks, and other financial institutions
reflected on the books of the Securities Depository.
Eligible Bonds has the meaning stated in any Liquidity Facility or, if not defined in such
Liquidity Facility, means the Bonds or portions thereof for which the Liquidity Bank is obligated
to pay the Purchase Price when such Bonds or portions are tendered or deemed tendered for
purchase in accordance with Section 2.5C.
Engineer means an individual, firm, or corporation engaged in the engineering
profession, being a registered professional engineer under the laws of the State of Texas, having
specific experience with respect to a combined municipal utility system similar to the System
and such individual, firm, or corporation may be employed by, or may be an employee of, the
City.
Federal Contract means Contract No. 6-07-01-X0675 entered into by an among the
United States of America, the City and the Nueces River Authority, dated June 30, 1976, and
amended on June 16, 1980, with respect to the Nueces River Reclamation Project, pursuant to
which the City has pledged the revenues of its waterworks system in support of the payment
obligations of the City under the Federal Contract, subordinate and inferior to the pledge of and
lien on the Net Revenues securing the payment of the Priority Bonds, the lien thereon and pledge
thereof securing the payment of the Junior Lien Obligations, as a result of such Net Revenues
being included as Junior Lien Pledged Revenues, and the lien thereon and pledge thereof
securing the payment of the Subordinate Lien Obligations.
Fiscal Year means the twelve month accounting period used by the City in connection
with the operation of the System, which may be any twelve consecutive month period
established by the City, presently being that period commencing on October 1 and ending on the
following September 30.
Fitch means Fitch Ratings, a corporation organized and existing under the laws of the
State of Delaware, its successors and their assigns, and, if such corporation shall be dissolved or
liquidated or shall no longer perform the functions of a securities rating agency, Fitch shall mean
any other nationally recognized securities rating agency designated by the City and acceptable to
the Credit Enhancer, if any.
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Fixed Mode for any Bond or portion thereof means any period of time, determined in
accordance with Section 2.2C, during which interest on such Bond or portion thereof accrues at
the Fixed Rate therefor.
Fixed Rate has the meaning stated in paragraph (i) of the insert to the Bonds set forth in
Section 2.2B, determined in accordance with paragraph (5) of Section 2.2E.
Government Securities shall mean (1) direct noncallable obligations of the United States,
including obligations that are unconditionally guaranteed by, the United States of America;
(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; (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; or (4) any
additional securities and obligations hereafter authorized by the laws of the State of Texas as
eligible for use to accomplish the discharge of obligations such as the Bonds.
Gross Revenues means 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.
Holder or Holders means the registered owner, whose name appears in the Security
Register, for any Bond, subject to Section 4.2H.
Ineligible Owner of Bonds means (1) the City, (2) any person (whether for-profit or
not-for-profit) which controls or is controlled by or is under common control with the City, and
(3) any person who owns such Bonds on behalf or for the benefit or account of the City or a
person described in the preceding Clause (2). For purposes of this definition, a person controls
another person when the first person possesses or exercises, directly or indirectly through one or
more other affiliates or related entities, the power to direct the management and policies of the
other person, whether through the ownership of voting rights, membership, the power to appoint
members, trustees, or directors, by contract, or otherwise.
Inferior Lien Obligations means (1) the Previously Issued Inferior Lien Obligations, (2)
any Additional Inferior Lien Obligations, and (3) any obligations issued to refund the foregoing
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.
Initial Bond has the meaning stated in Section 2.8.
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Interest Mode means any Daily Mode, Weekly Mode, Commercial Paper Mode, SIFMA
Index Mode, Term Mode, or Fixed Mode.
Interest Payment Date for any Bond or portion thereof means the date specified in such
Bond as a fixed date on which interest on such Bond or portion is due and payable.
Interest Period for any Bond or portion thereof means the period of time from and
including the Closing Date or any Rate Adjustment Date for such Bond or portion thereof, as
applicable, to but excluding the next succeeding Rate Adjustment Date for, or the date of
Maturity of, such Bond or portion thereof, as applicable.
Junior Lien Obligations means (i) the Previously Issued Junior Lien Obligations, (ii) any
Additional Junior Lien Obligations, and (iii) obligations hereafter issued to refund any of the
foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of
the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is
junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority
Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of
the Subordinate Lien Obligations and the Inferior Lien Obligations, as determined by the City
Council in accordance with applicable law.
Junior Lien Pledged Revenues means (1) the Net Revenues that remain after payment of
all amounts, and funding of all funds, relating to any Priority Bonds, 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 by the City to the payment of the Bonds, and at the City's discretion, any Additional
Junior Lien Obligations, and excluding those revenues excluded from Gross Revenues.
Liquidity Bank means the obligor on the Liquidity Facility, if any, and its successors in
such capacity and assigns permitted by the terms thereof.
Liquidity Facility means any obligation accepted by the Tender Agent pursuant to
Section 4.1 C and then in effect, and any amendments and extensions thereof so accepted.
Initially, there shall be no Liquidity Facility.
Market Rate means the rate determined on any Rate Determination Date pursuant to
paragraph (6) of Section 2.2E.
Maturity when used with respect to any Bond means the date on which the principal of
such Bond becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration (to the extent acceleration is a permitted remedy) or
call for redemption or otherwise, but does not include payment of the portion of the Purchase
Price corresponding to principal of such Bond pursuant to Section 2.5.
Maximum Rate for any Interest Period for Bonds means the lesser of (a) % per
annum or (b) the maximum net effective interest rate permitted by law to be paid thereon as
provided by Texas Government Code, Section 1204.006, as amended, or the maximum net
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effective interest rate permitted by applicable law at the time of issuance of the Bonds or the
maximum nonusurious rate of interest permitted to be charged by the Liquidity Bank by
applicable federal or Texas law (whichever shall permit the higher lawful rate) from time to time
in effect.
Moody's means Moody's Investors Services, Inc., a corporation organized and existing
under the laws of the State of Delaware, its successors and their assigns, and, if such corporation
shall be dissolved or liquidated or shall no longer perform the functions of a securities rating
agency, Moody's shall be deemed to refer to any other nationally recognized Rating Service
designated by the City and acceptable to the Credit Enhancer, if any.
Net Revenues means Gross Revenues less Operating Expenses.
Operating Expenses means 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, Junior Lien Obligations, Subordinate Lien
Obligations, Inferior Lien Obligations, or other Debt of the System. 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. Operating
Expenses shall never include any allowance for depreciation, property retirement, depletion,
obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds or
any Debt.
Opinion of Counsel means a written opinion of counsel who may (except as otherwise
expressly provided in this Ordinance) be counsel for one or more of the City, the Credit
Enhancer, or the Liquidity Bank and, when given with respect to the status of interest on any
Bond under federal income tax law, shall be counsel of nationally recognized standing in the
field of municipal bond law and, when given with respect to any matter under the Bankruptcy
Code, shall be counsel of nationally recognized standing in the field of bankruptcy law.
Ordinance means this ordinance adopted by the City Council.
Outstanding means when used in this Ordinance with respect to all Debt means, as of the
date of determination, all Debt except:
(1) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations,
and Inferior Lien Obligations canceled by the Paying Agent/Registrar or delivered to the
Paying Agent/Registrar for cancellation;
(2) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations,
and Inferior Lien Obligations for which payment has been duly provided by the City in
accordance with the provisions of Section 4.4 by the irrevocable deposit with the Paying
Agent/Registrar, or an authorized escrow agent, of money or Government Securities, or
82297305.6
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both, in the amount necessary to fully pay the principal of, premium, if any, and interest
thereon to Maturity; provided that, (a) if such Bonds are to be redeemed, notice of
redemption thereof shall have been duly given pursuant to this Ordinance or irrevocably
provided to be given to the satisfaction of the Paying Agent/Registrar, or waived, (b) if
such Bonds are in a Daily Mode or Weekly Mode, such Bonds are to be redeemed within
30 days after such deposit, and if such Bonds are in a Commercial Paper Mode, SIFMA
Index Mode, or Term Mode, such Bonds or portions thereof are to be redeemed on the
next Rate Adjustment Date therefor, and (c) unless the interest rate or rates on such
Bonds is fixed to the date of stated maturity or early redemption, or the City has assumed
that such Bonds shall bear interest at the Maximum Rate to such date or dates of stated
maturity or early redemption, the Paying Agent/Registrar shall have received written
confirmation from each Rating Agency that no rating assigned by it to the Bonds will be
withdrawn or reduced as a result of such Bonds no longer being Outstanding; and
(3) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations,
and Inferior Lien Obligations that have been mutilated, destroyed, lost, or stolen and
replacement Bonds have been registered and delivered in lieu thereof as provided in
Section 2.11 of this Ordinance.
Paying Agent/Registrar means the financial institution specified in Section 2.3 or its
herein permitted successors and assigns.
Payment Default has the meaning stated in paragraph (n)(v) of the insert to the Bonds
set forth in Section 2.2B. A Payment Default shall exist if it shall have occurred and be
continuing.
Place of Payment for Bonds means the city in which is located the office designated by
the Paying Agent/Registrar at which principal of the Bonds shall be paid at Maturity or earlier
redemption.
Predecessor Bond has the meaning stated in Section 2.7H.
Previously Issued Inferior Lien Obligations means the Federal Contract.
Previously Issued Junior Lien Obligations means, as of the Closing Date (i) the
Outstanding and unpaid obligations of the City that are payable solely from and equally and
ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues which includes a
lien on and pledge of Net Revenues of the System that is junior and inferior to the lien thereon
and pledge thereof securing the Priority Bonds but superior to the lien thereon and pledge thereof
securing the Subordinate Lien Obligations and Inferior Lien Obligations, identified as follows:
(1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue
Improvement Bonds, Series 2012", dated November 15, 2012, in the original principal
amount of $69,085,000;
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(2) "City of Corpus Christi, Texas Utility System Junior Lien Revenue and
Refunding Bonds, Series 2012", dated November 15, 2012, in the original principal
amount of $155,660,000;
(3) "City of Corpus Christi, Texas Utility System Junior Lien Revenue
Improvement Bonds, Series 2013", dated November 1, 2013, in the original principal
amount of $97,930,000;
(4) Upon issuance, "City of Corpus Christi, Texas Utility System Junior Lien
Revenue Improvement Bonds, Series 2014A", dated , 2014, in the original
principal amount of $
(5) Upon issuance, "City of Corpus Christi, Texas Utility System Variable Rate
Junior Lien Revenue Improvement Bonds, Series 2014B", dated , 2014, in the
original principal amount of $
(6) Upon issuance, the "City of Corpus Christi, Texas Utility System Junior Lien
Revenue Refunding Bonds, Series 20", dated , 20, in the original
principal amount of $
(7) Upon issuance, "City of Corpus Christi, Texas Utility System Junior Lien
Revenue Improvement Bonds, Series 2015"; and
(8) Upon issuance, the Bonds.
Previously Issued Priority Bonds means, as of the Closing Date (i) the Outstanding and
unpaid obligations of the City that are payable solely from and equally and ratably secured by a
prior and first lien on and pledge of the Net Revenues of the System, identified as follows:
(1) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds,
Series 2003", dated May 15, 2003, in the original principal amount of $28,870,000;
(2) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds,
Series 2005", dated January 1, 2005, in the original principal amount of $70,390,000;
(3) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds,
Series 2005A", dated October 1, 2005, in the original principal amount of $68,325,000;
(4) "City of Corpus Christi, Texas Utility System Revenue Refunding and
Improvement Bonds, Series 2006", dated October 1, 2006, in the original principal
amount of $84,415,000;
(5) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds,
Series 2009", dated March 1, 2009, in the original principal amount of $96,490,000;
(6) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds,
Series 2010", dated March 1, 2010, in the original principal amount of $8,000,000;
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(7) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds,
Taxable Series 2010 (Direct Subsidy -Build America Bonds)", dated July 1, 2010, in the
original principal amount of $60,625,000;
(8) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds,
Series 2010A", dated July 1, 2010, in the original principal amount of $14,375,000; and
(9) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds,
Series 2012", dated April 1, 2012, in the original principal amount of $52,500,000.
Previously Issued Subordinate Lien Obligations means the Series 2007 Certificates of
Obligation.
Priority Bonds means the Previously Issued Priority Bonds and any Additional Priority
Bonds hereafter issued, such obligations payable from and equally and ratably secured by a first
and prior lien on and pledge of the Net Revenues of the System, as determined by the City
Council in accordance with any applicable law.
Prudent Utility Practice means 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.
Purchase Date, when used with respect to any Bond or portion thereof, means the date
upon which the Paying Agent/Registrar is obligated to effect the purchase of such Bond or
portion thereof on the terms described in Section 2.5A.
Purchase Fund means the fund of the Tender Agent so defined in Section 2.5C.
Purchase Price of any Bond (or portion thereof) required to be purchased pursuant to the
terms of Section 2.5A means an amount equal to 100% of the principal amount of such Bond (or
portion thereof), plus interest, if any, accrued thereon (excluding the Bank Differential, if any,
therefor) to the Purchase Date from the most recent Interest Payment Date therefor to which
interest thereon has been paid or duly provided for.
Purchasers shall mean the initial purchaser of the Bonds named in Section 2.12 of this
Ordinance.
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Rate Adjustment Date for any Bond or portion thereof means (i) each day on which such
Bond or portion will, unless a Bank Bond, begin to bear interest at a new Daily Rate, Weekly
Rate, Commercial Paper Rate, Term Rate, or Fixed Rate determined in accordance with
paragraph (6) of Section 2.2E, whether or not such rate is different from the interest rate
previously in effect on the Bonds and (ii) the first Business Day of each Interest Period for such
Bond or portion thereof in a SIFMA Index Mode.
Rate Determination Date for any Bond or portion thereof means each date on which the
Remarketing Agent is, pursuant to paragraph (6) of Section 2.2E, required to make a
determination of the Daily Rate, Weekly Rate, Commercial Paper Rate, Term Rate, or Fixed
Rate to be borne by such Bond or portion thereof, or the Applicable Spread for the Bonds in a
SIFMA Index Mode (or function as the Remarketing Agent when determining the Applicable
Spread) to be effective on the first day of an Interest Period for such Bond or portion thereof
pursuant to paragraph (4) of Section 2.2E.
Rating Service means each nationally recognized securities rating service which at the
time has a credit rating assigned to the Bonds.
Record Date has the meaning stated in Section 2.2B.
Remarketing Agent means, initially, and, thereafter, the party selected
from time to time by the City to serve as the remarketing agent for the Bonds while the Bonds
are Outstanding in a Variable Rate Mode pursuant to Section 2.5G.
Remarketing Agreement means the Remarketing Agreement, in substantially the form
attached hereto as Exhibit G, between the City and the initial Remarketing Agent and any similar
agreement hereafter entered into between the City and a subsequent Remarketing Agent
pertaining to the Bonds.
S&P means Standard & Poor's Ratings Services, a Standard & Poor's Financial Services
LLC business, its successors and their assigns, and, if such corporation shall be dissolved or
liquidated or shall no longer perform the functions of a securities rating agency, S&P shall be
deemed to refer to any other nationally recognized securities rating agency designated by the
City and acceptable to the Credit Enhancer, if any.
Securities Depository means The Depository Trust Company or any successor person
appointed by ordinance of the City Council to act as Holder of the Bonds, directly or through a
nominee, to maintain a system for recording and transferring beneficial interests in such Bonds
and distributing payments thereon and notices in respect thereof.
Security Register has the meaning stated in Section 2.3.
Series 2007 Certificates of Obligation means the "City of Corpus Christi Combination
Tax and Utility System Revenue Certificates of Obligation, Series 2007", dated March 1, 2007,
in the original principal amount of $6,985,000, being the only series of Subordinate Lien
Obligations currently Outstanding.
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[Series 2015 Fixed Rate Bonds means the "City of Corpus Christi Utility System Junior
Lien Revenue Improvement Bonds, Series 2015" issued by the City concurrently with its
issuance of the Bonds but pursuant to a separate City ordinance adopted on November 18, 2014,
in an aggregate principal amount (when combined with the principal amount of the Bonds) not to
exceed $115,000,000.]
SIFMA Determination Date means Wednesday of each week or, if Wednesday is not a
U.S. Government Securities Business Day, the next succeeding U.S. Government Securities
Business Day.
SIFMA Index for any day means the level of the most recently effective index rate which
is issued weekly and which is compiled from the weekly interest rate resets of tax-exempt
variable rate issues included in a database maintained by Municipal Market Data which meet
specific criteria established from time to time by the Securities Industry and Financial Markets
Association and issued on each SIFMA Determination Date. If such index is no longer
published, the SIFMA Index for any day will mean the level of the most recently effective S&P
Municipal Bond 7 -Day High Grade Rate Index maintained by Standard & Poor's Securities
Evaluations Inc. for a 7 -day maturity as published on the day which is one U.S. Government
Securities Business Day immediately preceding the effective date of such index. The effective
date for each such index is every Thursday (or any other day specified by the Securities Industry
and Financial Markets Association, in the case of the first such index), or if any Thursday is not a
U.S. Government Securities Business Day, the next preceding U.S. Government Securities
Business Day. If neither such index is available, the SIFMA Index for a day will be the alternate
index for such day identified at the time of conversion of the Bonds or portion thereof to the
SIFMA Index Mode.
SIFMA Index Mode for any Bond or portion thereof means any period of time,
determined in accordance with Section 2.2C during which interest on such Bond or portion
thereof (except when a Bank Bond) accrues at a SIFMA Index Rate therefor.
SIFMA Index Rate has the meaning stated in paragraph (e) of the insert to the Bonds set
forth in Section 2.2B, determined from time to time by adding the Applicable Spread (determined
in accordance with paragraph (4) of Section 2.2E) to the SIFMA Index, as calculated and
recalculated by the Calculation Agent (and effective with respect to the Bonds bearing interest in
a SIFMA Index Mode and prior to the imposition of any Stepped Rate) on each Calculation
Reset Date.
Special Payment Date has the meaning stated in Section 2.3.
Special Project means, to the extent permitted by law, any water, sewer, wastewater
reuse, or municipal drainage system property, improvement, or facility declared by the City,
upon the recommendation of the City , not to be part of the System, for which the costs of
acquisition, construction, and installation are paid from proceeds of Special Project Bonds (as
hereinafter defined) being a financing transaction other than the issuance of bonds payable from
ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, and for which all
maintenance and operation expenses are payable from sources other than ad valorem taxes, Net
82297305.6
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Revenues, or Junior Lien Pledged Revenues, but only to the extent that and for so long as all or
any part of the revenues or proceeds of which are or will be pledged to secure the payment or
repayment of such costs of acquisition, construction, and installation under such Special Project
Bonds.
Special Record Date has the meaning stated in Section 2.3.
Stated Maturity has the meaning stated in Section 2.2A.
Stepped Rate means, with respect to Bonds in a SIFMA Index Mode or a Term Mode, the
interest rate applicable to such Bonds upon the conclusion of the then -applicable Interest Period
and there has occurred a failed remarketing of all or a portion of the affected Bonds, which
Stepped Rate shall be determined by the Purchasers or the Remarketing Agent (as applicable),
and agreed upon by the City, and evidenced in the Approval Certificate concerning the Bonds
and such then -applicable Interest Period (but shall never exceed the Maximum Rate).
Subordinate Lien Obligations means (1) the Previously Issued Subordinate Lien
Obligations, (2) any Additional Subordinate Lien Obligations, and (3) any obligations issued to
refund the foregoing payable and equally and ratably secured from a lien on and pledge of the
Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the
payment of the Priority Bonds and the Junior Lien Obligations but superior to the lien thereon
and pledge thereof securing the payment of the Inferior Lien Obligations, as determined by the
City Council in accordance with any applicable law.
System means and include, whether now existing or hereinafter added (including
additions made from time to time in accordance with the provisions of the City ordinances
authorizing the issuance of the Outstanding Priority Bonds), 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), storm sewer and drainage within the
waterworks system, 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 to be a Special Project and not a part of the System and which are hereafter
acquired or constructed by the City with the proceeds from the issuance of Special Project
Bonds, which are hereby defined as being special revenue obligations of the City which are not
secured by or payable from all or part of the Net Revenues and/or Junior Lien 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 Project Bonds.
82297305.6
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Tender Agent shall mean, initially, , , or any
successor thereto, being a financial institution performing the duties specified in Section 2.5H.
Tender Agent Agreement shall mean the Tender Agent Agreement, dated as of
November 18, 2014, between the City and the Tender Agent and in substantially the form
attached hereto as Exhibit B, pertaining to the Bonds or any similar agreement entered into from
time to time with any successor Tender Agent.
Term Mode for any Bond or portion thereof means any period of time, determined in
accordance Section 2.2C, during which interest on such Bond or portion thereof (except when a
Bank Bond) accrues at the Term Rate therefor.
Term Rate for any Bond or portion thereof has the meaning stated in with paragraph (g)
of the insert to the Bonds set forth in Section 2.2B, to be determined in accordance with
paragraph (5) of Section 2.2E.
Untendered Bonds has the meaning stated in Section 2.5F.
U.S. Government Securities Business Day means any day except for a Saturday, a
Sunday, or a day on which the Securities Industry and Financial Markets Association
recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in U.S. government securities.
Variable Rate Mode means the Bonds bearing interest in any interest rate mode other
than a Fixed Mode.
Weekly Mode for any Bond means any period of time, determined in accordance with
Section 2.2C, during which interest on such Bond or portion thereof (except when a Bank Bond)
accrues at the Weekly Rate therefor.
Weekly Rate has the meaning stated in paragraph (d) of the insert to the Bonds set forth
in Section 2.2B, to be determined in accordance with paragraph 2 of Section 2.2E.
ARTICLE II
THE BONDS
SECTION 2.1. Authorization.
One or more series of revenue bonds 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 UTILITY SYSTEM VARIABLE RATE JUNIOR LIEN REVENUE
IMPROVEMENT BONDS (as further designated by series) (the Bonds), pursuant to this
ordinance adopted by the City Council (the Ordinance) for the purpose of (i) acquiring,
purchasing, constructing, improving, repairing, extending, enlarging, equipping, and renovating
the System and (ii) paying the costs of issuance relating thereto. The Bonds shall be payable
from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged
82297305.6
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Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the
lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and
superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien
Obligations and the Inferior Lien Obligations. The Bonds are authorized to be issued pursuant to
the authority conferred by and in conformity with the laws of the State of Texas, particularly, the
Act, the City's Home Rule Charter, and this Ordinance.
As authorized by Chapter 1371, each Authorized Official is 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 rate or rates of interest to be borne on the principal amount of the Bonds, the interest
payment dates, the length of the initial Interest Period (as the same relates to one or more
Bonds), or initial Interest Periods (as is the case if the Bonds are structured as one or more term
Bonds having initial Interest Periods of different durations and bearing interest at different
applicable interest rates during each of such initial Interest Periods), the redemption provisions
therefor, the pricing of each series of Bonds, including use of premium, discount, underwriters'
compensation, and costs of issuance, the Dated Date therefor, the further designation of each
series of Bonds by year issued and the number of similarly -secured series of bonds issued during
the then -current year, the identity of the Purchasers (which may include a syndicate of
underwriters and the identification by an Authorized Official of the duties of such syndicate
members) selected from the City's pool of approved underwriters, and the Stepped Rate
(provided that such Stepped Rate shall not exceed the highest lawful rate per annum at such time
permitted under applicable law, currently being 15%). Each Authorized Official, acting for and
on behalf of the City, is authorized to execute an Approval Certificate attached hereto as
Schedule I evidencing the final terms of each series of Bonds and the sale date of each series of
Bonds to the Purchasers. The total principal amount of (i) all series of Bonds issued hereunder
and (ii) all series of bonds issued under the Concurrently Approved Ordinances, shall not exceed
$115,000,000; the maximum maturity of the Bonds will be July 15, 2054; (i) with respect to any
Bonds delivered (whether initially or by virtue of remarketing) in a SIFMA Index Mode, the
Applicable Spread to the SIFMA Index for use in calculating the SIFMA Index Rate that is
applicable to such Bonds during any initial Interest Period (as the same may relate to one or
more Bonds, as applicable and as determined by an Authorized Official) shall not exceed 200
basis points and (ii) with respect to any Bonds delivered (whether initially or by virtue of
remarketing) in a Term Mode, the per annum rate of interest applicable to such Bonds during any
initial Interest Period (as the same may relate to one or more Bonds, as applicable and as
determined by an Authorized Official) shall not exceed 6.00%; the final series of Bonds issued
hereunder must be sold not later than November 18, 2015 (though the closing of a particular
series of Bonds sold in accordance with this provision may occur after November 18, 2015, so
long as such closing period is determined by an Authorized Official to be of reasonable
duration); and each series of Bonds must be sold on a negotiated basis to an underwriting
syndicate selected in accordance with this Section. If the Authorized Official chooses to
purchase a debt service reserve surety policy or similar credit facility relating to the Bonds, then
the Authorized Official shall be permitted to execute an insurance or similar reimbursement
agreement in substantially the form attached hereto as Exhibit G (which form is hereby
approved) in connection with such purchase. It is further provided, however, that
82297305.6
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notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to
delivery, any such series of Bonds shall 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 of sale of each series of Bonds,
as evidenced in the Approval Certificate.
SECTION 2.2. Terms.
A. Denominations; Date; Stated Maturity. The Bonds shall be issuable in fully
registered form only in denominations of $5,000 or any integral multiple thereof while such
Bonds are in a SIFMA Index Mode, Term Mode, or Fixed Mode, and $100,000 or any integral
multiple of $5,000 in excess thereof when the Bonds are in a Daily Mode, Weekly Mode, or
Commercial Paper Mode. The Bonds shall be dated the date of their authentication and delivery
(except for the Initial Bond, as provided in Section 2.8). The Bonds shall become due and
payable on July , 20 (herein referred to as the Stated Maturity).
B. Interest. The Bonds shall be initially issued in a Term Mode and shall bear
interest from the Closing Date (anticipated to occur on or about , 2015) or the
other dates, and at the rates and payable on the Interest Payment Dates, described in the
following text, which shall be inserted in the Bonds at the place indicated in the form of Bond set
forth in Section 3.2:
"The interest payable, and punctually paid or duly provided for, on any Interest Payment
Date herefor will, as provided in the Ordinance herein referred to, be paid to the person in whose
name this Bond (or one or more Predecessor Bonds representing the same debt) is registered at
the end of the day on the Record Date for such interest specified herein[, except that the
difference (herein referred to as the Bank Differential) between the total of such interest on this
Bond or any portion hereof and the amount of such interest accrued thereon at the Daily Rate,
Weekly Rate, Commercial Paper Rate, SIFMA Index Rate, or Term Rate (if there then exists a
valid and effective Credit Agreement, as defined herein, applicable hereto during the period
during which such interest accrued, determined as if this Bond or such portion were not a Bank
Bond (as defined in the Ordinance) and such interest were not compounded, will be paid to the
person in whose name the beneficial ownership of this Bond or such portion is registered on the
Bank Bond Register (as defined in the Ordinance) on the Record Date for such difference].*
Any such interest otherwise so payable to the Holder on such Record Date which is not so
punctually paid or duly provided for within 30 days of the due date therefor shall forthwith cease
to be payable to the Holder on such Record Date, and may be paid to the person in whose name
this Bond (or one or more Predecessor Bonds) is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the Paying
Agent/Registrar, notice thereof being given to Bondholders not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner, all as more fully
provided in said Ordinance. All such interest shall be payable at the Place of Payment and shall
* Bracketed phrase may be omitted from any Bond authenticated on or after the first day of the Fixed Mode for such Bond.
82297305.6
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be paid by check or draft mailed to the address of such person specified in the Security Register
or pursuant to other arrangements made by (and at the risk and expense of) such person and
acceptable to the Paying Agent/Registrar, except that, if the registered owner hereof is the
Securities Depository, as defined in the Ordinance referred to herein, and upon the written
request of any other Holder of not less than $1,000,000 aggregate principal amount of Bonds
provided to such Paying Agent/Registrar not less than 15 days prior to (or, if the Interest Period
(hereinafter defined) for this Bond immediately preceding such Interest Payment Date is less
than 16 days in duration, then not later than the last Business Day preceding) the relevant Interest
Payment Date, interest due on any Interest Payment Date herefor shall be made by federal funds
wire transfer to any designated account within the United States of America.
"(a) Interest Generally. During the period from and including the first day of each
Daily Mode, Weekly Mode, Commercial Paper Mode, SIFMA Index Mode, Term Mode, and
Fixed Mode (each herein referred to as an Interest Mode) for this Bond or any portion hereof
described below to and excluding the first day of the next Interest Mode therefor designated by
the City, the principal of this Bond (or such portion) shall, except when a Bank Bond (as defined
in the Ordinance) and subject to the provisions of paragraph (m) below, bear interest at the
corresponding Daily Rate, Weekly Rate, Commercial Paper Rate, SIFMA Index Rate, Term
Rate, Stepped Rate, or Fixed Rate, respectively, established as described below. Interest accrued
hereon (i) at a Daily Rate, Weekly Rate, Commercial Paper Rate, SIFMA Index Rate, Stepped
Rate, or Bank Rate shall be computed on the basis of a 365- or 366 -day year, as applicable, for
actual days elapsed, and (ii) at a Term Rate or Fixed Rate shall be computed on the basis of a
360 -day year comprised of twelve 30 -day months. The interest hereon or on any portion hereof
shall accrue from and including the later of the Closing Date (with respect to the initial Interest
Period) and, thereafter, the Bond Date then -applicable or the most recent Interest Payment Date
therefor to which interest has been paid or duly provided for.
"(b) Establishment of Interest Modes and Interest Periods. From the Closing Date
(with respect to the initial Interest Period) and, thereafter, the Bond Date specified above through
the day preceding the first day of any Daily Mode, Weekly Mode, Commercial Paper Mode,
SIFMA Index Mode, or Fixed Mode for this Bond or any portion hereof established in
accordance with the provisions of the Ordinance, this Bond shall be in a Mode. As provided in
the Ordinance and subject to certain conditions therein set forth, the Interest Mode for this Bond
or any portion hereof then in effect may, at the election of the City, be changed to a Daily Mode,
Weekly Mode, Commercial Paper Mode, SIFMA Index Mode, or Fixed Mode, or to a Term
Mode with an Interest Period of different duration from that which applies to the prior Term
Mode, on, but only on, (i) a Business Day, if a Daily Mode or Weekly Mode is then in effect
therefor, (ii) an Interest Payment Date for interest accrued thereon during a Commercial Paper
Mode, and (iii) if a SIFMA Index Mode or a Term Mode is then in effect therefor, then on any
Business Day on which this Bond or such portion may be redeemed at the option of the City, if
(except in the case of a change between any two of a Daily Mode, Weekly Mode, Commercial
Paper Mode, or SIFMA Index Mode or Term Mode with Interest Periods of one year or less) in
the Opinion of Counsel of nationally recognized standing in the field of municipal bond law
delivered to the City on the day for such change in Interest Mode such change will not adversely
affect any exclusion of interest on any Bond from gross income, as defined in section 61 of the
Code, of the owner thereof for federal income tax purposes. As provided in the Ordinance and
82297305.6
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subject to certain conditions therein set forth, the duration of each Interest Period during a
Commercial Paper Mode for this Bond or any portion hereof shall be determined by the
Remarketing Agent for the Bonds not later than the time for determination of the Commercial
Paper Rate for such Interest Period.
"(c) Daily Rate. On each day during which this Bond or any portion hereof is in a
Daily Mode and except as provided in paragraph (m) below, this Bond or such portion will bear
interest at the Daily Rate for such day, which shall be the least of (i) the Maximum Rate, (ii) the
per annum rate of interest, if any, specified in the Liquidity Facility then in effect under the
Ordinance as the rate at which money available to be paid thereunder to pay interest on the
Bonds in such Interest Mode has been computed, or (iii) a variable per annum rate of interest
equal to the Market Rate therefor determined as hereinafter described by 10:00 a.m., New York,
New York time, on such day or, if such day is not a business day for the Remarketing Agent, on
the business day for the Remarketing Agent immediately preceding such business day (each such
day referred to herein as a Rate Determination Date). Interest accrued on this Bond or any
portion hereof while it is in a Daily Mode shall be payable on the first Business Day of each
month and on the Business Day immediately succeeding the last day of such Daily Mode, and
the Record Date for such interest shall be the immediately preceding day (whether or not a
Business Day) and in the case of Bank Bonds (as defined in the Ordinance) as provided in
paragraph (m) below.
"(d) Weekly Rate. On each day during which this Bond or any portion hereof is in a
Weekly Mode and except as provided in paragraph (m) below, this Bond or such portion shall
bear interest at the Weekly Rate, which shall be the least of (i) the Maximum Rate, (ii) the per
annum rate of interest, if any, specified in the Liquidity Facility then in effect under the
Ordinance as the rate at which money available to be drawn thereunder to pay interest on the
Bonds in such Interest Mode has been computed, or (iii) the variable per annum rate of interest
established on or before such day in accordance with the provisions of this paragraph (d) for the
one-week period commencing on the Thursday on or before the day of accrual and ending on the
Wednesday on or succeeding such day of accrual. Such variable rate is a per annum rate of
interest equal to the Market Rate therefor determined as hereinafter described by 4:00 p.m., New
York, New York time on the last business day for the Remarketing Agent before the
commencement of such Weekly Mode and before each succeeding Thursday (or on such
Thursday, if it is such a business day and the preceding day is not such a business day, or on such
other day as may be specified by such Remarketing Agent after notice to the City and the
Bondholders) thereafter (each such day referred to herein as a Rate Determination Date).
Interest accrued on this Bond or any portion hereof while it is in a Weekly Mode shall be payable
on the first Business Day of each month and on the Business Day immediately succeeding the
last day of such Weekly Mode, and the Record Date for such interest shall be the immediately
preceding day (whether or not a Business Day) and in the case of Bank Bonds (as defined in the
Ordinance) as provided in paragraph (m) below.
"(e) SIFMA Index Rate. On each day during an Interest Period during which this
Bond or any portion hereof is in a SIFMA Index Mode (and except as provided in paragraph (m)
below), this Bond or such portion will bear interest at the SIFMA Index Rate, which shall be the
lesser of (i) the Maximum Rate per annum, (ii) if there then exists a Liquidity Facility relating to
82297305.6
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the Bonds and such Liquidity Facility extends for the term of such Interest Period, the per annum
rate of interest, if any, specified in the Liquidity Facility as the rate at which money available to
be drawn thereunder to pay interest on the Bonds in such SIFMA Index Mode has been
computed, or (iii) as applicable:
(1) Normal Rate: except as provided in Clause (ii) of this paragraph, the Applicable
Spread for such SIFMA Index Period plus the SIFMA Index for such day, in either case,
rounded upward to the fifth decimal place, as calculated and recalculated by the
Calculation Agent and effective with respect to this Bond on each Calculation Reset
Date;
(2) Stepped Rate: a per annum rate, determined in accordance with paragraph (k),
following each Interest Period, until the Purchase Price of such Bond or such portion has
been paid to the Holder on or after the Business Day immediately succeeding such
Interest Period (as further described and provided in paragraph (h)).
The Applicable Spread to be used to calculate the Normal Rate shall be the Applicable Spread
identified in the Approval Certificate relating to the Bonds in the initial or subsequent Interest
Period, as applicable, referred to in the Ordinance, initially applicable or as most recently
determined as described in paragraph 0) on (A) any date designated by the Remarketing Agent
which is not more than 35 days preceding nor later than the last business day for such
Remarketing Agent preceding such Interest Period and (B) if there are any Bank Bonds (as
defined in the Ordinance) in such SIFMA Index Mode at the close of business on the first day of
such Interest Period, again on any later date in such Interest Period specified in the Ordinance
until there are no Bank Bonds in such SIFMA Index Mode during such Interest Period (each
such date herein referred to as a Rate Determination Date). Interest accrued on this Bond or any
portion hereof while it is in a SIFMA Index Mode shall be payable on the first Business Day of
each month and on the Business Day immediately succeeding the last day of each Interest
Period, and the Record Date for such interest shall be the immediately preceding day (whether or
not a Business Day), and in the case of Bank Bonds, (as defined in the Ordinance) as provided in
paragraph (m) below.
"(t) Commercial Paper Rate. On each day during each Interest Period (established in
accordance with the provisions of the Ordinance) during which this Bond or any portion hereof
is in a Commercial Paper Mode and except as provided in paragraph (m) below, this Bond or
such portion will bear interest at the Commercial Paper Rate therefor, which shall be the least of
(i) the Maximum Rate per annum, (ii) the per annum rate of interest, if any, specified in the
Liquidity Facility as the rate at which money available to be drawn thereunder to pay interest on
the Bonds in such Interest Mode has been computed, or (iii) the fixed per annum rate of interest
equal to the Market Rate therefor determined as hereinafter described by 12:30 p.m., New York,
New York time, on or before the first business day for the Remarketing Agent in such Interest
Period (herein referred to as a Rate Determination Date). Interest accrued on this Bond or any
portion hereof during each such Interest Period shall be payable on the first Business Day
following such Interest Period, the Record Date for which shall be the immediately preceding
day (whether or not a Business Day), and in the case of Bank Bonds (as defined in the
Ordinance) as provided in paragraph (m) below.
82297305.6
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"(g) Term Rate. On each day during the initial Interest Period and on each subsequent
Interest Period (established in accordance with the provisions of the Ordinance) during which
this Bond or any portion hereof is in a Term Mode and except as provided in paragraph (m)
below (as applicable), this Bond or such portion will bear interest at the Term Rate therefor,
which shall be the least of (i) the Maximum Rate per annum, (ii) if there then exists a Liquidity
Facility relating to the Bonds and such Liquidity Facility extends for the term of such Interest
Period, the per annum rate of interest, if any, specified in the Liquidity Facility as the rate at
which money available to be drawn thereunder to pay interest on the Bonds in such Term Mode
has been computed, or (iii) the fixed per annum rate of interest equal to the Market Rate therefor
most recently determined as hereinafter described on (A) any date designated by the
Remarketing Agent which is not more than 35 days preceding nor later than the last business day
for such Remarketing Agent preceding such Interest Period and (B) if there are any Bank Bonds
(as defined in the Ordinance) in such Term Mode at the close of business on the first day of such
Interest Period, again on any later date in such Interest Period specified in the Ordinance until
there are no Bank Bonds in such Term Mode during such Interest Period (each such date herein
referred to as a Rate Determination Date). Interest accrued on this Bond or any portion hereof
during any Interest Period while it is in a Term Mode shall be payable semiannually on each July
and January and on the day immediately following the last day of such Interest Mode,
and the Record Date for interest paid on each such Interest Payment Date shall be the [fifteenth
day] of the month next preceding such Interest Payment Date or the first day of such Term
Mode, whichever is later, and in the case of Bank Bonds as provided in paragraph (m) below.
"(h) Stepped Rate. In the event that this Bond is issued and Outstanding in a SIFMA
Index Mode or a Term Mode and the City has not obtained, or otherwise at such time does not
maintain, a Liquidity Facility with respect thereto, and the Remarketing Agent is unable to
remarket this Bonds to new holders in a new Interest Period on the scheduled date of mandatory
tender as specified in the Ordinance, the City shall have no obligation to purchase this Bond
tendered on such date, the failed conversion and remarketing shall not constitute an Event of
Default under the Ordinance or this Bond, the mandatory tender will be deemed to have been
rescinded for that date with respect to this Bond subject to such failed remarketing only, and
such Bond shall bear interest from such tender date at the Stepped Rate. While bearing interest
at the Stepped Rate, this Bond (i) will continue to be Outstanding, (ii) will be purchased at the
Purchase Price upon the availability of funds to be received from the subsequent remarketing of
this Bond, (iii) will be subject to redemption and mandatory tender for purchase on any date
upon which a conversion occurs (which shall occur at the City's discretion upon delivery of at
least one day's notice to the holders hereof), and (iv) will be deemed to continue in a SIFMA
Index Mode or a Term Mode, as applicable, for all other purposes under the Ordinance
(including terms relating to timing of interest payments), though bearing interest during such
time at the Stepped Rate until remarketed or redeemed in accordance with the terms of the
Ordinance
"(i) Fixed Rate. After the Interest Mode for this Bond or any portion hereof has been
converted to the Fixed Mode, this Bond or such portion (or, at the option of the City, the portion
hereof then selected for redemption in each year in accordance with the Ordinance) shall bear
interest from the date of conversion to Maturity (herein referred to as an Interest Period) at the
Fixed Rate therefor, which shall be a fixed per annum rate equal to the lesser of (i) Maximum
82297305.6
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Rate per annum or (ii) the Market Rate therefor determined as hereinafter described on any date
designated by the Remarketing Agent which is not more than 35 days preceding nor later than
the last business day for the Remarketing Agent preceding such Fixed Mode (herein referred to
as a Rate Determination Date). Interest accrued on this Bond or such portion while it is in the
Fixed Mode shall be payable semiannually on each July and January , the Record Date
for which shall be the [fifteenth day] of the preceding month or the first day of such Fixed Mode,
whichever is later.
"(j) Determination of Market Rates and Applicable Spread. The Applicable Spread
for this Bond for the initial Interest Period commencing on the Closing Date shall be the
Applicable Spread specified in the Approval Certificate relating to the Bonds in their initial
Interest Period referred to in the Ordinance The Market Rate or Applicable Spread for this
Bond or any portion hereof determined on each Rate Determination Date therefor subsequent to
such Bond Date shall be, as applicable, the Applicable Spread or the minimum per annum rate of
interest determined by the Remarketing Agent in accordance with the provisions of the
Ordinance to be necessary to produce a bid for this Bond or such portion equal to at least 100%
of the principal amount thereof plus interest, if any (other than Bank Differential), thereon
accrued from the Closing Date or the Bond Date specified above, as applicable, or the most
recent Interest Payment Date therefor to which interest thereon has been paid or duly provided
for on or after such Interest Payment Date. If for any reason, other than a failed remarketing
when this Bond is subject to a Stepped Rate, no Remarketing Agent for the Bonds shall have
been appointed and be acting under the Ordinance on any Rate Determination Date, the
Remarketing Agent fails to perform under the terms of a Remarketing Agreement that specifies
that such remarketing constitutes a firm financial arrangement of the Remarketing Agent, the
Remarketing Agent fails to determine the Applicable Spread or Market Rate, as applicable, for
this Bond or any portion hereof on such Rate Determination Date, or any Applicable Spread or
Market Rate, as applicable, therefor determined by the Remarketing Agent on such Rate
Determination Date is determined by a court of competent jurisdiction to be invalid or
unenforceable, the (i) Applicable Spread shall be the Applicable Spread from the immediately
succeeding Interest Period (assuming the Bonds during such Interest Period were in a SIFMA
Index Mode), and (ii) Market Rate to be determined on such Rate Determination Date shall be, if
the Interest Period during which such Market Rate is to be in effect is (1) greater than one-half
year, the percentage of "The 11 -Bond Municipal Bond Index" most recently published by The
Bond Buyer or any successor publication set forth below under the longest period specified
which does not exceed the duration of such Interest Period:
Interest Period equal to or longer than (in years):
15 13 10 7 5 2
1/2
100% 97% 93% 86% 80% 70% 65%
and (2) equal to or less than one-half year, the SIFMA Index; provided that, if either such index
ceases to be published, it shall be replaced for the foregoing purposes by the most comparable
published index designated by the City.
"(k) Determination of Stepped Rate. The "Stepped Rate" identified in paragraph (e)(ii)
of this Bond applicable to Bonds bearing interest at a Term Rate during the initial Interest Period
82297305.6
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shall be the per annum rate of interest specified in the Approval Certificate relating to the Bonds
in their initial Interest Period referred to in the Ordinance. Such Stepped Rate for this Bond
applicable to Bonds bearing interest at a SIFMA Index Rate or a Term Rate during Interest
Periods subsequent to the initial Interest Period shall be the per annum rate of interest specified
in the applicable Approval Certificate or Conversion Ordinance executed by a City
representative in connection with the remarketing of such Bonds into the then -applicable Interest
Period in accordance with the provisions, and subject to the limitations, of the Ordinance (and if
not so specified, shall be the Stepped Rate applicable to the Bonds during the immediately
preceding Interest Period).
"(1) Notice of Interest Rates. The Paying Agent/Registrar is required to give notice of
each change in Interest Mode for this Bond or any portion hereof and of each change in the
duration of the Interest Period for a SIFMA Index Mode or a Term Mode for this Bond or any
portion thereof to the Holder hereof by mail, first-class postage prepaid, not less than 5 days if
this Bond or such portion is bearing interest at a Stepped Rate; not less than 20 days, if this Bond
or such portion is in a Daily Mode or Weekly Mode; not less than 30 days, if this Bond or such
portion is in any other Interest Mode; and in any case, not more than 60 days prior to the day
such change becomes effective. Each Daily Rate, Weekly Rate, and Commercial Paper Rate
hereon or any portion hereof and the duration of each Interest Period within a Commercial Paper
Mode for this Bond or any portion hereof may be ascertained by telephoning the Remarketing
Agent; the SIFMA Index Rate from time to time in effect shall be available from the Paying
Agent/Registrar, as reported thereto by the Calculation Agent as of each Calculation Reset Date;
and each then applicable Term Rate, Fixed Rate, and Stepped Rate shall be as stated on this
Bond or in the then -applicable Approval Certificate, as applicable, and available from the Paying
Agent/Registrar.
"(m) Bank Bonds. For each day on which any portion hereof is a Bank Bond, the
principal of such portion shall bear interest (and accrued interest thereon included in the
Purchase Price therefor when such Bond or portion became a Bank Bond shall compound and
bear interest until paid) at the Bank Rate (as defined in the Ordinance). Interest accrued during
any Interest Mode which is evidenced by any portion of this Bond which is a Bank Bond shall be
payable on each Interest Payment Date for such Interest Mode described above and, for interest
accrued in a Commercial Paper Mode or Term Mode, on the first Business Day of each month,
and, for the payment of Bank Differential only, on the day on which such Bank Bond ceases to
be a Bank Bond, and the Record Date for the payment of interest on such latter two Interest
Payment Dates shall be the day immediately preceding such Interest Payment Date.
"(n) Definitions. As used herein:
"(i) Applicable Spread, for any day in an Interest Period in which this Bond
bears interest in a SIFMA Index Mode, has the meaning specified in paragraph 6) (and
which shall be specified in the Conversion Ordinance or subsequently -executed Approval
Certificate relating to the Bonds in such subsequent Interest Periods (if any)); each day
for determination (or any scale or function for determination) prior to each such
subsequent Interest Period in a SIFMA Index Mode in accordance with the Ordinance
being a Rate Determination Date;
82297305.6
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"(ii) Business Day for this Bond or any portion hereof means any day other
than (A) a Saturday or a Sunday, (B) a legal holiday or the equivalent on which banking
institutions generally are authorized or required to close in the Place of Payment therefor
or in the city in which is located (I) the corporate trust office of the Paying
Agent/Registrar for the Bonds or, (II) if and while a Credit Facility referred to in the
Ordinance is at any time in force and in effect, the office of the obligor thereon or of its
agent at which drafts or demands for payment under such Credit Facility are to be
presented or, (III) if and while any Liquidity Facility for the Bonds is at any time in force
and in effect, the office of any Liquidity Bank referred to in such Notice or of its agent at
which drafts or demands for payment under such Liquidity Facility are to be presented, or
(C) a day on which the New York Stock Exchange is closed;
"(iii) Interest Period for any Bond or portion thereof means the period from and
including the initial issuance of the Bonds or any Rate Adjustment Date for such Bond or
portion thereof to but excluding the next succeeding Rate Adjustment Date for or the
Maturity of such Bond (the initial Interest Period for the Bonds extending from and
including the Closing Date (anticipated to occur on or about , 2015) but
excluding the first Business Day on or after July , 20 );
"(iv) Market Day means a day other than a Saturday, Sunday, or other day on
which the New York Stock Exchange or banks generally are authorized to close in New
York, New York, or Corpus Christi, Texas;
"(v) Payment Default means a default in the payment of principal of or interest
on any Bond when due, provided that, if a Credit Facility is then in effect under the
Ordinance, the obligor on such Credit Facility is also then in default thereunder;
"(vi) Rate Adjustment Date for this Bond or any portion hereof means the first
day on which each Daily Rate, Weekly Rate, Commercial Paper Rate, Term Rate, and
Fixed Rate thereon shall become effective and the first Business Day of each Interest
Period for this Bond or any portion hereof which is in a SIFMA Index Mode;
"(vii) SIFMA Index has the meaning stated in the Ordinance.
Terms defined in the Notice of Demand Privilege, Mandatory Tender, and Liquidity Support
appearing hereon have the meanings described in such notice.
"(o) Usury Savings Clause. Notwithstanding anything herein or in the Ordinance to
the contrary, however, in no event shall the aggregate of the interest on the Bonds (including
Bank Bonds) plus any other amounts paid in connection therewith which are deemed "interest"
under the laws of the State of Texas and the United States of America in effect on the Bond Date
specified above permitting the charging and collecting of the highest non -usurious interest rate
on the Bonds (hereinafter referred to as Applicable Law) ever exceed the Maximum Rate, being
the maximum amount of interest which could be lawfully charged and paid on the Bonds under
Applicable Law, and if any amount of interest taken or received by the Holder hereof shall be in
excess of the maximum amount of interest which, under Applicable Law, could lawfully have
82297305.6
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been collected and paid hereon, then the excess shall be deemed to have been the result of a
mathematical error by the City, the Paying Agent/Registrar, and such Holder and shall be
refunded promptly to the Paying Agent/Registrar for the account of the City. All amounts paid
or agreed to be paid in connection with the indebtedness evidenced by the Bonds which under
Applicable Law would be deemed "interest" shall, to the extent permitted by Applicable Law, be
amortized, prorated, allocated, and spread throughout the full term of the Bonds."
and the phrase "Adjustable" shall be inserted under the caption "Interest Rate" immediately
below the title of the Bonds as indicated in Section 3.2.
In lieu of the foregoing text, the following paragraphs may be inserted at the place
indicated in Section 3.2 for the Bonds authenticated on or after the first day of the Fixed
Mode therefor:
"This Bond bears interest from the later of [insert first day of Fixed Mode] or the most
recent interest payment date to which interest hereon has been paid or duly provided for, at the
per annum Interest Rate specified above (computed on the basis of a 360 -day year comprised of
twelve 30 -day months), payable semiannually on each July and January , and the Record
Date therefor is the [fifteenth day] (whether or not a business day) of the preceding month.
"The interest payable, and punctually paid or duly provided for, on any Interest Payment
Date herefor will, as provided in the Ordinance herein referred to, be paid to the person in whose
name this Bond (or one or more Predecessor Bonds representing the same debt) is registered at
the end of the day on the Record Date for such interest specified herein. Any such interest
otherwise so payable to the Holder on such Record Date which is not so punctually paid or duly
provided for 30 days shall forthwith cease to be payable to the Holder on such Record Date, and
may be paid to the person in whose name this Bond (or one or more Predecessor Bonds) is
registered at the close of business on a Special Record Date for the payment of such defaulted
interest to be fixed by the Paying Agent/Registrar, notice thereof being given to Bondholders not
less than 10 days prior to such Special Record Date, or may be paid at any time in any other
lawful manner, all as more fully provided in the Ordinance. All such interest shall be payable at
the Place of Payment 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 such person appearing in the
Security Register, (ii) if this Bond is registered to the Securities Depository and otherwise at the
option of the Holder thereof (if the Holder of not less than $1,000,000 principal amount of
Bonds) exercised by written notice delivered to the Paying Agent/Registrar not less than 15 days
prior to the relevant Record Date therefor, by Federal Funds wire to any designated account
within the United States of America, or (iii) by such other method, acceptable to the Paying
Agent/Registrar, requested in writing by such person at such person's risk and expense."
and the Fixed Rate thereon for such Fixed Mode shall be inserted under the caption "Interest
Rate" immediately below the title of such Bond as indicated in Section 3.2.
C. Determination of Interest Modes. The City may change the Interest Mode for the
Bonds or any portion thereof to a different Interest Mode or to a Term Mode with an Interest
Period of different duration (and, if such new Interest Mode is a Term Mode, designate the
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duration of the Interest Period therefor) by a written instrument herein described delivered to the
Paying Agent/Registrar and the Tender Agent and all of the Remarketing Agent, the Credit
Enhancer (if any), and the Liquidity Bank (if any) at such time in place and acting in such
respective capacity, not less than 45 days prior to such change and specifying:
(1) Affected Bonds: the current Interest Mode and Interest Periods, and the
respective principal amounts of each, with respect to which such designation is being
made,
(2) Effective Date: the first day of the newly designated Interest Mode or
Interest Period, which shall be (a) if the Interest Mode then in effect for the Bonds or
portions thereof to be changed is a Daily Mode or a Weekly Mode, a Business Day
therefor, (b) if a SIFMA Index Mode or a Term Mode for the Bonds or portions thereof
to be changed is then in effect, any Business Day on which such Bonds or portions may
be redeemed at the option of the City pursuant to Section 2.4A(2), (5), (6), or (7), and
(c) if the Interest Mode then in effect for the Bonds or portions thereof to be changed is a
Commercial Paper Mode, the last Interest Payment Date for all Interest Periods for the
Bonds or portions thereof to be changed then in effect or any Business Day therefor
thereafter,
(3) Designation: that the City has determined that, effective on such day, a
Daily Mode, Weekly Mode, Commercial Paper Mode, SIFMA Index Mode, Term Mode,
successive SIFMA Index Mode with an Interest Period of different duration, or Fixed
Mode, as the case may be, shall take effect for such Bonds or portions thereof, and
(4) Interest Period: if the designated Interest Mode is a SIFMA Index Mode
or a Term Mode, the duration of such applicable Interest Period.
Unless such written instrument specifies a change from a SIFMA Index Mode or a Term
Mode during which there is not in force and effect a Liquidity Facility to one requiring
acquisition of a Credit Agreement, it may be in the form of an Approval Certificate, if such
Approval Certificate is compliant with parameters under which an Approval Certificate may be
executed that are consistent with those specified in Section 2.1 (with the Applicable Spread or
Market Rate, as applicable, established pursuant to paragraph 0) of Section 2.2B). Any such
written instrument may also (and with respect to the conversion excepted above shall be) in the
form of an ordinance (the Conversion Ordinance) enacted by the City Council.
Upon delivery of such Approval Certificate or Conversion Ordinance, the Interest Mode
or Interest Period for such Bonds or portions shall, subject to the other provisions of this
subsection, be automatically converted on the day specified in such Approval Certificate or
Conversion Ordinance to the Interest Mode or Interest Period specified therein without any
further act, unless the Paying Agent/Registrar and Tender Agent shall have received, prior to the
mailing of notice thereof, the Approval Certificate or Conversion Ordinance, as applicable,
electing not to effect such conversion. The City or the Authorized Official shall, provided any or
all of such parties then exist, promptly notify the Remarketing Agent, the Credit Enhancer, and
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the Liquidity Bank for the affected Bonds, in writing, of the conversion of the Bonds or portions
thereof to a new Interest Mode or Interest Period.
No change to any Interest Mode for the Bonds or portion thereof, or in the Interest Period
for any SIFMA Index Mode or Term Mode for the Bonds or portion thereof, shall become
effective unless:
(1) Opinion of Counsel: unless such change is between any two of a Daily
Mode, Weekly Mode, Commercial Paper Mode, or SIFMA Index Mode or Term Mode
with Interest Periods of one year or less, there is delivered to the Paying Agent/Registrar,
Remarketing Agent, the Credit Enhancer (if any), and the Liquidity Bank (if any) on the
first day of such Interest Mode or Interest Period an Opinion of Counsel to the effect that
such change in the Interest Mode or Interest Period will not adversely affect any
exclusion of interest on any Bond from the gross income, as defined in section 61 of the
Code, of the owner thereof for federal income tax purposes and is authorized by
applicable Texas law, and
(2) Remarketing Agent: the initial Remarketing Agent shall continue to then
serve in such capacity or appointment of a replacement Remarketing Agent shall have
been made (or authority to so appoint having been delegated to a designated City official)
in the Conversion Ordinance (which may specify that the obligation of the Remarketing
Agent thereunder represent a firm financial arrangement and/or commitment of such
Remarketing Agent) has been entered into by such substitute Remarketing Agent and the
City, and
(3) Liquidity Support: if the Interest Mode for the then -expiring Interest
Period is a SIFMA Index Mode or a Term Mode with respect to which there exists no
Liquidity Facility and the Interest Mode to be applicable to the Interest Period into which
the Bonds are being remarketed is not such a SIFMA Index Mode or Term Mode or is a
Fixed Mode, then the City shall have delivered to the Tender Agent a binding
commitment from a nationally recognized investment banking firm, insurance company,
or bank to serve as the Liquidity Bank for such Bonds pursuant to a Liquidity Facility in
accordance with Section 4.1 C, and
(4) Settlement: by 12:30 p.m., New York, New York time, on the date of
such change, the Tender Agent (or, if such Bonds or portions have been purchased prior
to such time on such date by the Liquidity Bank, the Liquidity Bank) shall have received
the Purchase Price of all Bonds or portions thereof tendered or deemed tendered for
purchase on such date in accordance with Section 2.5A(3)(b), and
(5) Credit Enhancer Consent: the Paying Agent/Registrar shall have
received the written consent of any then -acting Credit Enhancer to such change to the
extent such consent is required therefrom.
If, after notice to any person of any change in the Interest Mode or Interest Period for any
Bond or portion thereof, such change may not be effected on the date specified therefor because
82297305.6
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of any failure to satisfy the conditions of this Section, then (a) the Interest Mode for such Bond
or portion shall automatically remain in or change to the Weekly Mode on such date, if (i) the
preceding Interest Mode for such Bond or portion was a Daily Mode, Weekly Mode, or
Commercial Paper Mode or (ii) in the Opinion of Counsel such change will not adversely affect
any exclusion of interest on any Bond from the gross income of the owner thereof for federal
income tax purposes, and (b) otherwise the Interest Mode (and the Interest Period of any SIFMA
Index Mode (and the Applicable Spread relating thereto) or Term Mode) then in effect for such
Bond or portion shall remain unchanged and, except for the mandatory tender thereof required by
Section 2.5A(3)(b), the Holder of such Bond or portion and all other persons shall be restored to
their original positions to the same extent as if the Approval Certificate or Conversion Ordinance
specifying such change had not been given pursuant to this Section. Notwithstanding the
foregoing, a failure to remarket Bonds in a SIFMA Index Mode or a Term Mode for a reason
other than those provided above, then such Bonds shall remain in a SIFMA Index Mode or a
Term Mode, as applicable, bearing interest at the Stepped Rate, as heretofore described.
D. Duration of Interest Modes and Interest Periods.
(1) Interest Modes. Each Interest Mode for any Bond or portion thereof,
other than the Fixed Mode, shall extend through the day prior to the effective date of any
other Interest Mode therefor established in accordance with this Section. Any Fixed
Mode for any Bond or portion thereof shall extend to the Stated Maturity of such Bond.
(2) Interest Periods Generally. No Interest Period for any Bond (or portion
thereof) during a Commercial Paper Mode, Term Mode, or SIFMA Index Mode therefor
shall extend beyond (a) the fourth Business Day prior to any then known date for release
of the Liquidity Facility then in effect for the Bonds pursuant to Section 4.IB(2) or (b) the
day prior to the effective date of any other Interest Mode to become effective for such
Bonds or portion pursuant to any prior Approval Certificate or Conversion Ordinance
given in accordance with this Section 2.2. If a Liquidity Facility is in effect, then no such
Interest Period on any Bond shall cause the amount described in Section 2.5C to exceed
the coverage then afforded by such Liquidity Facility.
(3) Interest Periods During Commercial Paper Mode. The Interest Period
for each Bond (or portion thereof) during a Commercial Paper Mode therefor shall be the
period determined by the Remarketing Agent for the Bonds, on the Rate Adjustment Date
therefor, to be the Interest Period which, in its judgment, will produce the greatest
likelihood of the lowest overall debt service costs on the Bonds prior to the Maturity
thereof, provided that, if the Paying Agent/Registrar (or the Liquidity Bank, if such Bond
or portion thereof has been sooner purchased on such day by the Liquidity Bank) shall
not have received the Purchase Price for such Bond or portion by 12:00 noon, New York,
New York time, on the first day of such Interest Period, such Interest Period shall extend
through the day preceding the next Business Day for such Bond or portion. The
Remarketing Agent may determine different Interest Periods for different Bonds (or
portions thereof) on the same Rate Adjustment Date. Each Interest Period for any Bond
(or portion thereof) while in a Commercial Paper Mode shall commence on the first day
of such Interest Mode for such Bond or portion or on the day immediately succeeding the
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immediately preceding Interest Period for such Bond or portion during such Commercial
Paper Mode, shall end on a day preceding a Business Day for such Bond or portion, and
shall be not less than one nor more than 270 days in length. No such Interest Period on
any Bond or portion thereof shall cause the aggregate interest due on all Bonds and
portions thereof (other than Bonds or portions thereof in a Fixed Mode) on the next
Interest Payment Date therefor to exceed the coverage then afforded by the Liquidity
Facility. No Interest Period for any Bond or portion thereof shall end later than the day
preceding any redemption date for the Bonds in the Commercial Paper Mode described in
Section 2.4A, unless the principal amount of Bonds in the Commercial Paper Mode with
an Interest Period which ends on or prior to such preceding day is at least equal to the
principal amount of Bonds and Interest Mode to be redeemed on such redemption date
pursuant to Section 2.4A.
(4) Interest Periods During SIFMA Index Modes and Term Modes. Each
Interest Period for any Bond or portion thereof which is in a SIFMA Index Mode or a
Term Mode shall commence on the first day of such SIFMA Index Mode or Term Mode
or on the day immediately succeeding the immediately preceding Interest Period for such
Bond or portion during such SIFMA Index Mode or Term Mode. The Interest Period in
each SIFMA Index Mode shall extend to (but exclude) the July specified in the
Approval Certificate or the Conversion Ordinance designating such Interest Mode
pursuant to this Section 2.2 which occurs at least one year after the effective date of such
Interest Mode. Each successive Interest Period during such SIFMA Index Mode or Term
Mode shall extend to (but exclude) (a) each anniversary of such date, if both (i) the City
has never elected to change the Interest Mode or Interest Period applicable to such
SIFMA Index Mode or Term Mode pursuant to Subdivision C of this Section 2.2 and
(ii) either no change to the terms of the Bonds, Credit Facility (if any), or Liquidity
Facility (if any) is made in connection with such Interest Period or there is delivered to
the Paying Agent/Registrar an Opinion of Counsel to the effect that the change to such
Interest Period will not adversely affect any exclusion of interest on any Bond from the
gross income, as defined in section 61 of the Code, of the owner thereof for federal
income tax purposes, or (b) if such conditions are not met, the anniversary of such
specified date which occurs the same number of 12 -month periods after the first day of
such Interest Period as the number of 12 -month periods or portions thereof during the
initial Interest Period for the Bonds (or portions thereof) in such Term Mode, unless
changed by the Approval Certificate or the Conversion Ordinance pursuant to this Section
2.2.
E. Determination of Interest Rates or Applicable Spread by Remarketing Agent.
(1) Daily Rate. During each Daily Mode for the Bonds (or any portion
thereof), by 10:00 a.m., New York, New York time, on each business day for the
Remarketing Agent for the Bonds, the Remarketing Agent shall determine the Daily Rate
for such Bonds or portion by determining, in the manner described in Subdivision E(6) of
this Section 2.2, the Market Rate therefor on such day.
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(2) Weekly Rate. During each Weekly Mode for the Bonds (or any portion
thereof), by 4:00 p.m., New York, New York time, on the last business day for the
Remarketing Agent on or before the commencement of such Weekly Mode and on or
before each succeeding Wednesday (or on such Wednesday, if it is such a business day
and the preceding day is not such a business day, or on such other day as may be
specified by the Remarketing Agent after notice to the City and the Bondholders affected
thereby) thereafter during such Weekly Mode, the Remarketing Agent shall set the
Weekly Rate for such Bonds or portion by determining, in the manner described in
Subdivision E(6) of this Section 2.2, the Market Rate therefor on such day.
(3) Commercial Paper Rate. By not later than 12:30 p.m., New York, New
York time, on or before the first business day for the Remarketing Agent in each Interest
Period for each Bond (or portion thereof) which is in a Commercial Paper Mode, the
Remarketing Agent shall designate the Commercial Paper Rate on such Bond or portion
for such Interest Period, in each case by determining, in the manner described in
Subdivision E(6) of this Section 2.2, the Market Rate therefor on such day.
(4) SIFMA Index Rate. On any date designated by the Remarketing Agent
which is not more than 35 days nor later than the last business day preceding each
Interest Period (other than the initial Interest Period) for Bonds in a SIFMA Index Mode,
and, if any such Bond or portion is a Bank Bond at the close of business on the first day
of such Interest Period, again on each day (and not less than once every two weeks)
following the first day of such Interest Period designated by the Remarketing Agent until
no Bonds in such Interest Mode are Bank Bonds, the Remarketing Agent shall determine
the fixed Applicable Spread (and any function or scale by which such Applicable Spread
shall be adjusted during) for such Interest Period in the manner described in
Subdivision E(6) of this Section (or in the manner specified in the applicable
Remarketing Agreement if addressed therein).
(5) Term Rate; Fixed Rate. On any date designated by the Remarketing
Agent which is not more than 35 days preceding nor later than the last business day
preceding each Interest Period for Bonds (or any portion thereof) during which such
Bonds or portion are in a Term Mode or Fixed Mode, and, if any such Bond or portion is
a Bank Bond at the close of business on the first day of such Interest Period, again on
each day (and not less than once every two weeks) following the first day of such Interest
Period designated by the Remarketing Agent until no Bonds in such Interest Mode are
Bank Bonds, the Remarketing Agent shall determine, in the manner described in
Subdivision E(6) of this Section (or in the manner specified in the applicable
Remarketing Agreement if addressed therein), the Market Rate on such day for such
Bonds or portion (or, in the case of a Fixed Mode, for each class of Bonds or portions
thereof which have theretofore been selected pursuant to Section 2.4E for redemption
pursuant to Section 2.4B) during such Interest Period.
(6) Procedure for Market Rate Determination and Applicable Spread
Determination. The Remarketing Agent shall make each determination of the Market
Rate and the Applicable Spread (and any function or scale to be used to adjust the
82297305.6
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Applicable Spread) required to be made by it pursuant to this Section 2.2 regardless of
whether the Bonds or any portion thereof are Bank Bonds and whether or not an Event of
Default exists. The Remarketing Agent shall make each determination of the Market
Rate or the Applicable Spread, as applicable, for any Bond pursuant to this Section 2.2 by
determining, under prevailing market conditions, the minimum interest rate necessary or
smallest spread (in basis points) to the SIFMA Index (as applicable), in the judgment of
the Remarketing Agent (or, upon agreement with the City if such obligation to remarket
represents a firm commitment of the Remarketing Agent under the Remarketing
Agreement), to be borne by such Bond for the relevant Interest Period to produce a bid
for such Bond equal to either (a) at least 100% of the principal amount thereof plus
interest, if any, accrued thereon (other than Bank Differential) from the Bond Date or the
most recent Interest Payment Date therefor to which interest has been paid or duly
provided for or (b) in the case of a change to the Fixed Rate at a premium or a discount,
the price provided in Subdivision E(7) of this Section. In determining the Market Rate on
any business day for Bonds in a Daily Mode, the Remarketing Agent shall determine the
Market Rate therefor initially by 10:00 a.m., New York, New York, time, on such day
and again by 11:15 a.m. New York, New York, time, on such day, and the Market Rate
for such Bonds determined on such day shall be the higher of the two rates so
determined. If the Remarketing Agent fails to determine the Market Rate or the
Applicable Spread (or function or scale to adjust the Applicable Spread) for any such
Bond on such Rate Determination Date, or any Market Rate or Applicable Spread (or
function or scale to adjust the Applicable Spread) for any such Bond determined by the
Remarketing Agent on such Rate Determination Date is determined by a court of
competent jurisdiction to be invalid or unenforceable, the Market Rate or Applicable
Spread, as applicable, therefor to be determined on such Rate Determination Date shall
be as provided in paragraph 6) of the insert to the Bonds set forth in Section 2.2B;
provided that any function or scale used to adjust the Applicable Spread, if any, shall be
the function and scale for adjusting the Applicable Spread theretofore in effect (if any).
(7) Premium/Discount Fixed Mode Bonds. In determining the Fixed Rate
for Bonds, the Remarketing Agent may, if approved by a duly authorized City official in
the Approval Certificate or the Conversion Ordinance, determine (or, upon agreement
with the City if such obligation to remarket represents a firm commitment of the
Remarketing Agent under the Remarketing Agreement) the minimum rate necessary to
be borne by such Bonds to Stated Maturity to produce a bid for such Bonds equal to
either a premium (that does not exceed costs of the Interest Mode change and
remarketing such Bonds or that otherwise produces the lowest yield on the Bonds) to or a
discount (if, in the judgment of the City, a discount would produce a lower yield on such
Bonds to Maturity) from the Purchase Price thereof, in either case as and in the amount
specified in the applicable Approval Certificate or Conversion Ordinance, provided that
(1) in the case of Bonds to be sold at a discount, either (a) a Liquidity Facility is in effect
with respect to such Bonds and obligates the Liquidity Bank to provide funds sufficient,
together with any proceeds of remarketing such Bonds, to purchase such Bonds at the
Purchase Price on the Purchase Date on which such Fixed Mode takes effect or (b) the
City shall have transferred to the Tender Agent on or before the Rate Determination Date
for such Fixed Mode for deposit to the Purchase Fund an amount equal to such discount
82297305.6
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in immediately available funds and (2) in the case of Bonds to be sold at a premium, the
Remarketing Agent shall transfer the premium to the Paying Agent/Registrar for credit to
the Bond Fund to pay a portion of the Purchase Price then due and owing on such
Purchase Date, interest on the Bonds when due, and costs of changing the Interest Mode
for and remarketing such Bonds on such Purchase Date. Any premium at which Bonds
may be remarketed in accordance with this Subdivision 2.2E(7) is hereby allocated to the
costs of changing the Interest Mode for such Bonds to the Fixed Mode and remarketing
such Bonds and the other purposes heretofore specified as authorized uses of any such
premium.
F. Notice of Interest Rates and Interest Modes. The Remarketing Agent shall give
telephonic (followed by prompt written), facsimile or other form of electronic notice to the City,
and the Paying Agent/Registrar of each interest rate determination made by it pursuant to
Subsection E of this Section 2.2 and each determination of the duration of an Interest Period for
any Bond or portion thereof made by it pursuant to Subsection D of this Section 2.2.
Not less than 5 days if such Bond or any portion thereof bears interest at a Stepped Rate,
not less than 20 days, if such Bond or the applicable portion thereof is in a Daily Mode or
Weekly Mode, not less than 30 days, if such Bond or the applicable portion thereof is in any
other Interest Mode, and not more than 60 days prior to the effective date of a change in the
method of determining the Rate Determination Date for any Bond or portion thereof, the first day
of any Daily Mode, Weekly Mode, Commercial Paper Mode, SIFMA Index Mode (other than
the initial SIFMA Index Mode), Term Mode, or Fixed Mode for any Bond or portion thereof, or
the first day of any change in the Maximum Rate on any Bond, in the Interest Period for any
Bond or portion thereof, or any Interest Mode for any Bond or portion thereof, the City shall give
(or cause the Paying Agent/Registrar or Tender Agent to give) notice to the Remarketing Agent
and any Credit Enhancer and/or Liquidity Bank, and the Holder of each Bond stating that such
change will occur and the effective date of such change.
The Paying Agent/Registrar or Tender Agent, as applicable, shall provide a copy of each
notice given pursuant to this subdivision to each transferee of an affected Bond or portion thereof
that is authenticated by it on or after the date of such notice and prior to the effective date of the
change described therein.
The Remarketing Agent for the Bonds shall provide the rate of interest constituting the
Daily Rate, the Weekly Rate, or the Commercial Paper Rate, the Calculation Agent shall provide
the rate of interest constituting the SIFMA Index Rate, and the Paying Agent/Registrar shall
provide the rate of interest constituting the Term Rate, SIFMA Index Rate (after receipt of such
SIFMA Index Rate from the Calculation Agent as of each Calculation Reset Date), Stepped Rate,
or Fixed Rate, for any Bond, or any portion thereof, from time to time to each Holder thereof
who requests such information.
G. Effect of Determinations. Each designation of an Interest Mode or the duration
of an Interest Period made pursuant to this Section and each determination of a Daily Rate,
Weekly Rate, Commercial Paper Rate, SIFMA Index Rate, Term Rate, Stepped Rate, or Fixed
Rate made pursuant to this Section shall be conclusive and binding upon the City, the Paying
82297305.6
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Agent/Registrar, the Calculation Agent, the Tender Agent, any Credit Enhancer, any Liquidity
Bank, and the Holders, and none of the City, the Remarketing Agent, the Tender Agent, the
Paying Agent/Registrar, or the Calculation Agent shall have any liability to any such person for
any such determination, whether due to any error in judgment, failure to consider any
information, opinion, or other resource, or otherwise.
H. Limited Obligations. The Bonds are limited, special obligations of the City
payable solely from and equally and ratably secured by a junior lien on and pledge of the Junior
Lien Pledged Revenues, subject and subordinate to the liens on and pledges of the Net Revenues
heretofore or hereafter made to secure payment of the Priority Bonds, and the Holders thereof
shall never have the right to demand payment of the principal of or interest on the Bonds from
any funds raised or to be raised through taxation by the City.
SECTION 2.3. Payment of Bonds; Paying Agent/Registrar; Calculation Agent.
The principal of, premium, if any, and 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 and interest on the Bonds shall be without
exchange or collection charges to the Holder of the Bonds.
The selection and appointment of , to serve
as the initial Paying Agent/Registrar for the Bonds is hereby approved and confirmed. 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 (hereby referred to as the Security Register) for the
registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the
terms and provisions of a Paying Agent/Registrar Agreement entered into by the City and the
Paying Agent/Registrar. The form and terms of Paying Agent/Registrar Agreement attached
hereto as Exhibit A are hereby approved, and any City officer or Authorized Official is
authorized to execute and deliver the Paying Agent/Registrar Agreement substantially in such
form attached hereto as Exhibit A and to such effect in the name of the City.
The City shall further cause to be kept by the Paying Agent/Registrar a register (herein
sometimes referred to as the Bank Bond Register) in which, subject to such reasonable
regulations as it or the Paying Agent/Registrar may prescribe, the City shall provide for the
registration of and the registration of transfers of beneficial ownership of, and termination of the
status of Bonds as, Bank Bonds. On each Purchase Date on which Bonds or any portion thereof
are purchased by the Liquidity Bank pursuant to Section 2.5D(2), the Paying Agent/Registrar
shall record the beneficial ownership of such Bank Bonds on the Bank Bond Register in the
name of the Liquidity Bank or their authorized agent. Subject to the terms of the Liquidity
Facility, any Bank Bondholder may transfer the registration of a Bank Bond by providing to the
Paying Agent/Registrar a written transfer executed by the owner of such Bank Bond or beneficial
interest therein as shown on the Bank Bond Register or its attorney designated in writing and
providing the name and address of the transferee and the account to which any payment of Bank
Differential in respect of such Bank Bond is to be made. If a Liquidity Facility is accepted
pursuant to Section 4.1C and, such Liquidity Facility does not provide for the automatic
82297305.6
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reinstatement of sums available to be drawn thereunder when Bank Bonds cease to be Bank
Bonds, then the Paying Agent/Registrar shall not register the transfer of any Bank Bond that
would result in it ceasing to be a Bank Bond unless it shall have first determined that the funds
available to be drawn under the Liquidity Facility have been reinstated by an amount sufficient
to pay the Purchase Price of such Bond.
The City covenants to maintain and provide a Paying Agent/Registrar at all times while
the Bonds remain unpaid. Any successor Paying Agent/Registrar shall be approved by the
Credit Enhancer and the Liquidity Provider, respectively, if any at such time exist, and shall be
either (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, and 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 City ordinance terminating its
agency and providing a copy of such resolution or ordinance to the Credit Enhancer and the
Liquidity Provider, respectively, if any at such time exist. Additionally, the City agrees promptly
to cause a written notice of any such substitution to be sent to each Holder of the Bonds by
United States Mail, first-class postage prepaid, which notice shall also give the address of the
new Paying Agent/Registrar. No removal or replacement of the Paying Agent/Registrar shall be
effective until a successor shall have been appointed and qualified as such and shall have or have
been assigned the right to draw or claim under the Liquidity Facility, if any, and the Credit
Facility, if any, as therein required or permitted if the Paying Agent/Registrar is the designated
party to draw under either such Credit Agreement.
Principal of, premium, if any, and interest on each Bond, due and payable by reason of
Stated Maturity, redemption or otherwise, shall be payable only to the Holder in whose name
such bond is registered on the Security Register (i) as of the close of business on the Record Date
for payment of interest, in the case of interest, and (ii) on the date of surrender of the Bonds, in
the case of payment of principal. The City and the Paying Agent/Registrar, and any agent of
either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and
(unless otherwise expressly stated herein) all other purposes whatsoever, and neither the City nor
the Paying Agent/Registrar nor 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, except as
otherwise agreed with the Securities Depository in the case of partial redemptions. Interest
(other than Bank Differential) on the Bonds or any portions thereof due on any Interest Payment
Date shall be paid to the person in whose name such Bonds are registered in the Security
Register at the close of business on the Record Date for such interest, 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 such person appearing in the Security Register, (ii) if such Bond or portion thereof
is a Bank Bond or registered to the Securities Depository and otherwise at the option of the
Holder thereof (if the Holder of not less than $1,000,000 principal amount of Bond) exercised by
written notice delivered to the Paying Agent/Registrar not less than 15 days prior to (or, if the
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Interest Period for such Bond or portion thereof immediately preceding such Interest Payment
Date is less than 16 days in duration, then not later than the last Business Day preceding) the
relevant Record Date therefor, by Federal Funds wire to any designated account within the
United States of America, or (iii) by such other method, acceptable to the Paying
Agent/Registrar, requested in writing by such person at such person's risk and expense.
If the date for the payment of the principal of, premium, if any, or interest on the Bonds
shall be a Saturday, 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.
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 interest (other than Bank Differential) due on an Interest Payment Date is not
paid or duly provided for by the City for 30 days thereafter, a new record date for such interest
(herein referred to as 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 (herein
referred to as the Special Payment Date, which shall be 15 days after the Special Record Date)
shall be sent by the Paying Agent/Registrar at least five 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.
The Bank Differential on any Bank Bond which is payable on any Interest Payment Date
therefor shall be paid to the person in whose name that Bank Bond (or one or more Predecessor
Bonds) is registered on the Bank Bond Register at the close of business on the Record Date or
Special Record Date, as applicable, for such interest as immediately available funds by wire
transfer to such person to the account specified in the Bank Bond Register or pursuant to other
customary arrangements made by such person and acceptable to the Paying Agent/Registrar.
In addition to the foregoing, and for so long as the Bonds are Outstanding in SIFMA
Index Mode, the City shall maintain a Calculation Agent, who shall provide those services that
are described in paragraph (e) of the insert to the Bonds set forth in Section 2.2B. The
Calculation Agent shall be the Paying Agent/Registrar, the Remarketing Agent, or such other
banking or financial institution designated by an Authorized Official and shall serve in such
capacity pursuant to applicable terms included in the Paying Agent/Registrar Agreement, the
Remarketing Agreement, or a separate agreement entered into between the City and the
Calculation Agent. In the absence of manifest error, the determination by the Calculation Agent
of any index component and the SIFMA Index Rate shall be conclusive and binding on the
Bondholders, the Paying Agent/Registrar, the Calculation Agent, the Remarketing Agent, and
the City. If during any SIFMA Index Period, the Calculation Agent fails to calculate or
recalculate the applicable interest rate not later than the Business Day immediately succeeding
the Calculation Reset Date, such calculation may instead be made by any other party authorized
to serve as the Calculation Agent, as directed by an Authorized Official. The initial Calculation
Agent shall be identified in the Approval Certificate or Conversion Ordinance concerning the
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conversion of the Bonds to a SIFMA Index Mode and, at such time of selection, an Authorized
Official shall, on behalf and as the act and deed of the City, enter into a Calculation Agent
Agreement therewith.
SECTION 2.4. Redemption.
A. Optional Redemption. During their initial Interest Period, the Bonds are not
subject to redemption at the option of the City. Thereafter (and including on the initial Rate
Adjustment Date), the City may redeem prior to their Stated Maturity all or from time to time
any part of the Bonds at a price equal to 100% of the principal amount thereof together with
interest, if any, accrued thereon from the most recent Interest Payment Date therefor to which
interest thereon has been paid or duly provided for to the Redemption Date on:
(1) Daily or Weekly Mode: any Business Day, if the Bonds or portions
thereof to be redeemed bear interest at a Daily Rate or Weekly Rate,
(2) Commercial Paper Mode, SIFMA Index Mode, or Term Mode: any Rate
Adjustment Date for the Bonds or portions thereof to be redeemed, if such Bonds or
portions are in a Commercial Paper Mode, SIFMA Index Mode, or Term Mode, unless
with respect to Bonds in a SIFMA Index Mode or Term Mode, the Approval Certificate
or Conversion Ordinance delivered in connection with a remarketing of such Bonds
specifies a different optional redemption date or dates (in which case, such differing date
or dates will control; the Bonds, in their initial Interest Period and, during such time, in a
Term Mode, include no such redemption features),
(3) Fixed Mode: the first day of the Fixed Mode for the Bonds or portions
thereof to be redeemed, or as otherwise specified or provided in the Approval Certificate
or Conversion Ordinance delivered in connection with a remarketing of such Bonds
converted to a Fixed Mode (in which case, the redemption terms described in such
Approval Certificate or Conversion Ordinance will control),
(4) Bank Bonds: any date, in the case of Bank Bonds,
(5) Term Mode when Bonds Bear Interest at a Stepped Rate: any date, or
(6) SIFMA Index Mode when Bonds Bear Interest at a Stepped Rate: any
date.
In addition, following conversion of the Bonds or any portion thereof to a new SIFMA Index
Mode, Term Mode or Fixed Mode with an Interest Period of one of the following durations, the
City may redeem on any date prior to their Stated Maturity all such Bonds or portions or from
time to time any part of such Bonds or portions (and provided that the applicable Approval
Certificate or Conversion Ordinance does not specify alternative redemption features for Bonds
in such specified Interest Mode or Modes):
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(7) Absent Further Action: after the no -call period shown below following
the first day of such Interest Mode, at a price equal to 100% of the principal amount
thereof:
Interest Period
Equal to or
Greater than But less than No -Call Period
12 years N/A 10 years
9 years 12 years 8 years
7 years 9 years 6 years
5 years 7 years 4 years
0 years 5 years 3 years
Upon satisfaction of the conditions of Subsection A(7) of this Section 2.4; and
(8) Further Action: on the dates and at the prices stated in any alternate table
substituted for the table specified in Subsection A(7) of this Section 2.4 by Approval
Certificate or Conversion Ordinance, as applicable, enacted by the City Council prior to
the Rate Determination Date for such Interest Period if the City receives an Opinion of
Counsel to the effect that such substitution of such alternate dates and prices will not
adversely affect any exclusion of interest on any Bond from the gross income of the
owner thereof for federal income tax purposes;
plus in each case interest, if any, accrued thereon from the most recent Interest Payment Date
therefor to which the interest thereon has been paid or duly provided for to the redemption date.
B. Sinking Fund Redemption. The City shall redeem Bonds on July in the
following years, in the aggregate principal amount set forth opposite such year below, at a price
equal to 100% of the principal amount thereof plus interest, if any, accrued thereon from the
most recent Interest Payment Date to which interest thereon has been paid or duly provided for to
the Redemption Date:
Years of Principal
Stated Maturity Amounts ($)
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Years of
Stated Maturity
Principal
Amounts ($)
provided, however, that the principal amount of Bonds so to be redeemed in any year shall be
reduced upon written request of the City delivered to the Paying Agent/Registrar by an amount
equal to the principal amount of Bonds (1) surrendered uncancelled and in transferable form by
the City to the Paying Agent/Registrar not less than 50 days prior to such redemption date or
(2) selected (not less than five days prior to the last day for mailing notice of such redemption
date) for redemption in or prior to such year pursuant to Subsection A or C of this Section 2.4, if
in either case such Bonds shall not have previously served as the basis for any such reduction.
C. Mandatory Redemption of Bank Bonds. The City shall redeem the Bank Bonds
as a whole or in part on the dates and in the aggregate principal amounts provided in the
Liquidity Facility at such time valid and in effect (if any), in each case at a price equal to 100%
of the principal amount thereof plus interest, if any, accrued thereon to the redemption date from
the most recent Interest Payment Date to which the interest thereon has been paid or duly
provided for.
D. Exercise of Redemption Option. At least 30 days, in the case of Bonds in a Daily
Mode or Weekly Mode, and 45 days, in the case of Bonds in any other Interest Mode, prior to a
date set for the redemption of Bonds at the option of the City (unless a shorter notification period
shall be satisfactory to the Paying Agent/Registrar or the Bonds to be redeemed are Bank Bonds,
Bonds in a SIFMA Index or Term Mode bearing interest at a Stepped Rate), the City shall notify
the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the principal
amount to be redeemed, and the date set for the redemption thereof. The decision of the City to
exercise its right to redeem Bonds, other than Bank Bonds or Bonds in a SIFMA Index Mode or
Term Mode bearing interest at a Stepped Rate, shall be entered in the minutes of the governing
body of the City.
E. Selection of Bonds for Redemption. If less than all the Outstanding Bonds are to
be redeemed, the City shall redeem all Bank Bonds before redeeming any other Bonds. If less
than all Outstanding Bonds (other than Bank Bonds) are to be redeemed on a redemption date,
the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, treating
each Bond as representing a number of Bonds outstanding which is obtained by dividing the
principal amount of such Bond by the smallest authorized denomination for Bonds of the Interest
Mode to be redeemed; provided that, if so provided in any Approval Certificate or Conversion
Ordinance designating the Fixed Mode for the Bonds or any portion thereof, the Paying
Agent/Registrar shall select the Bonds of such Interest Mode or portions thereof to be redeemed
on any redemption dates therefor described in Subsection B of this Section 2.4 which are
specified in such Approval Certificate or Conversion Ordinance by not later than the Rate
Determination Date for the Fixed Mode, and each such redemption date shall be inserted under
the caption "Stated Maturity" immediately below the title of any such Bond so selected for
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redemption on such redemption date which is authenticated and delivered on or after the Rate
Adjustment Date for the Fixed Mode.
F. Notice of Redemption. Not less than twenty 20 days, in the case of Bonds in a
Daily Mode or Weekly Mode, and not less than 30 days, in the case of Bonds in any other
Interest Mode, and in either case not more than 60 days prior to a redemption date for Bonds
(other than Bank Bonds or Bonds in a SIFMA Index Mode or a Term Mode bearing interest at a
Stepped Rate), a notice of redemption shall be sent by United States Mail, first-class postage
prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each
Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder thereof
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, (ii) identify the Bonds to be redeemed and, in
the case of a portion of the principal amount to be redeemed, the Interest Mode, Interest Period
(if in a Commercial Paper Mode), and 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 in that case 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.
G. Effect of Redemption. 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 on the redemption date, 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.
H. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be
required (1) to transfer or exchange any Bond during a period beginning 45 days prior to the date
fixed for redemption of Bonds or (2) 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.
I. Bond Provisions. Each Bond shall include the following text relating to the terms
of redemption thereof, if authenticated and delivered in any Interest Mode other than the
Fixed Mode:
"The Bonds are subject to (a) mandatory sinking fund redemption on July of the
years and in the aggregate principal amounts specified in the Ordinance and, in the case of Bank
Bonds, on the dates and in the principal amounts specified in the Ordinance, and (b) redemption
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at the option of the City (i) if the Bonds or portions thereof to be redeemed are in a Daily Mode
or Weekly Mode, as a whole or from time to time in part on any Business Day, (ii) in whole or in
part on any Rate Adjustment Date therefor, if such Bonds or portions thereof to be redeemed are
in a Commercial Paper Mode, SIFMA Index Mode, or Term Mode, (iii) in whole or in part on
the first day of the Fixed Mode for the Bonds or portions thereof to be redeemed, (iv) as a whole
or from time to time in part on any day for Bank Bonds, or Bonds in a SIFMA Index Mode or a
Term Mode that are bearing interest at a Stepped Rate, and (v) on any date during a SIFMA
Index Mode, Term Mode, or Fixed Mode with an Interest Period of duration described in the
following table, but only after the no -call period following the first day thereof described in such
table:
Interest Period
Equal to or
greater than But less than No -Call Period
[insert applicable dates and prices]
in all cases on not less than 20 days, in the case of Bonds in a Daily Mode or Weekly Mode, not
less than 30 days, in the case of Bonds in any other Interest Mode (except Bank Bonds or Bonds
in a SIFMA Index Mode or a Term Mode that are bearing interest at a Stepped Rate), and in
either case not more than 60 days prior written notice given by mail as provided in the
Ordinance, upon payment of the redemption price, which shall consist of 100% of the principal
amount of the Bonds or parts thereof so redeemed plus interest, if any, accrued thereon from the
Bond Date specified above or the most recent Interest Payment Date to which the interest
thereon has been paid or duly provided for to the redemption date.
"The Ordinance requires this Bond to be tendered by the Holder for purchase upon each
Purchase Date described under "Mandatory Tender" in the "Notice of Demand Privilege,
Mandatory Tender, and Liquidity Support" appearing hereon. By accepting this Bond the
Holder agrees to all such provisions."
and, if authenticated and delivered in the Fixed Mode:
"The Bonds are subject to (a) mandatory sinking fund redemption on July of the
years and in the aggregate principal amounts specified in the Ordinance and (b) redemption at
the option of the City, in whole or from time to time in part on any date (but not before
), in all cases on not less than 30 nor more than 60 days prior notice given by mail as
provided in the Ordinance, upon payment of the redemption price, which shall consist of 100%
of the principal amount of the Bonds or parts thereof so redeemed plus interest, if any, accrued
thereon from the most recent Interest Payment Date therefor to which the interest thereon has
been paid or duly provided for to the redemption date."
SECTION 2.5. Purchase of Bonds.
A. Tender and Purchase. For Bonds in a Daily Mode, Weekly Mode, Commercial
Paper Mode, SIFMA Index Mode, or Term Mode when there exists a Liquidity Facility, the
Paying Agent/Registrar shall effect the purchase of Bonds (or portions thereof in principal
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amount equal to, and leaving unpurchased, an authorized denomination), other than Bank Bonds,
from any person (other than an Ineligible Owner thereof), at the Purchase Price therefor, payable
in immediately available funds by the close of business on the applicable Purchase Date, but
solely from and to the extent of the funds described in Subsection C of this Section 2.5, for the
account of the persons described in Subsection D of this Section 2.5,
(1) Daily Mode Tender Option: while such Bonds or portions thereof are in a
Daily Mode, upon tender (or constructive tender pursuant to Subsection F of this
Section 2.5) for purchase of such Bonds or portions at the option of such person on any
Business Day for such Bonds, endorsed in blank (or accompanied by a bond power
executed in blank) to the extent of the portion to be purchased, at the principal office of
the Tender Agent in the Place of Payment therefor by 12:00 noon, New York, New York
time, on such Business Day, if notice (which notice shall be irrevocable and effective
upon receipt) of such tender (specifying the principal amount thereof to be tendered, the
Interest Mode then in effect therefor, the Purchase Date therefor, the name of the Holder
thereof, and, if such Bond is a Book -Entry -Only Bond, the name and number of the
account to which such Bond or portion is credited by the Securities Depository) shall
have been given to the Remarketing Agent for such Bonds by 11:00 a.m., New York,
New York time, on such Purchase Date, by telephone, facsimile, or other electronic
notice, and
(2) Weekly Mode Tender Option: while such Bonds or portions thereof are in
a Weekly Mode, upon tender (or constructive tender pursuant to Subsection E of this
Section) for purchase of such Bonds or portions at the option of such person on any
Business Day therefor, endorsed in blank (or accompanied by a bond power executed in
blank) to the extent of the portion to be purchased, at the office of the Tender Agent by
12:00 noon, New York, New York time, on such Business Day, in the Place of Payment,
if notice (which notice shall be irrevocable and effective upon receipt) of the tender of
such Bond (or portion thereof) for purchase (specifying the principal amount or portion
of such Bond so to be tendered, the Interest Mode then in effect therefor, the Purchase
Date therefor, the name of the Holder thereof and, if such Bond is a Book -Entry Bond,
the name and number of the account to which such Bond or portion is credited by the
Securities Depository) shall have been given by the Holder thereof or his attorney duly
authorized in writing or, if such Bond is a Book -Entry Bond, by the beneficial owner
thereof or his attorney duly authorized in writing, to the Remarketing Agent and the
Tender Agent by 4:00 p.m., New York, New York time, on a Business Day therefor
which is at least seven calendar days prior to such Purchase Date, in writing or by
facsimile or other written electronic means, and
(3) Mandatory Tender: upon tender (or constructive tender pursuant to
Subsection E of this Section) for purchase of such Bonds or portions as required by this
Subsection, on:
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(a) Liquidity Facility Release: if such Bonds or portions are in a
Daily Mode, Weekly Mode, Commercial Paper Mode, SIFMA Index Mode, or
Term Mode, and there then exists and is in effect a Liquidity Facility relating to
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the Bonds, (i) the third Business Day prior (A) to the expiration of the Liquidity
Facility or (B) to the date of termination or suspension of the obligation of the
Liquidity Bank under the Liquidity Facility with prior written notice to the Paying
Agent/Registrar, and (ii) the last Business Day on or before any release of the
Liquidity Facility pursuant to Section 4.IB(4),
(b) Interest Mode Changes: the first Business Day therefor in each
new Interest Mode for such Bonds or portions thereof designated pursuant to
Section 2.2C, whether or not such new Interest Mode is effected,
(c) Rate Adjustment: the first Business Day of each Interest Period
for such Bonds or portions while such Bonds or portions are in a (i) Commercial
Paper Mode, (ii) SIFMA Index Mode, or (iii) Term Mode; and
(d) Credit Facility Release: if a Credit Facility is in effect hereunder,
the third Business Day prior to the expiration of the Credit Facility or prior to the
date of termination of the obligations of the Credit Enhancer thereunder with prior
written notice to the Paying Agent/Registrar, and (ii) the last Business Day on or
before the release of such Credit Facility pursuant to Section 4.2J(5).
Each owner of Bonds or any portion thereof (other than an Ineligible Owner thereof),
upon notice given by the Tender Agent pursuant to Subsection B of this Section 2.5 and,
if in a Commercial Paper Mode, on the first Business Day on or after each Rate
Adjustment Date therefor, shall tender, and in any event shall be deemed to have
tendered, to the Tender Agent at the Place of Payment, as agent for the persons which
purchase the same pursuant to Subsection D of this Section 2.5, such Bonds or portions
for purchase pursuant to this Subsection. Any Book -Entry -Only Bond (or portion
thereof) which is required to be tendered for purchase pursuant to this Section shall be
deemed tendered to the Tender Agent endorsed in blank when the Securities Depository
shall have received sufficient instruction from the person to whose account at the
Securities Depository such Bond or portion is credited to transfer beneficial ownership of
such Bond (or portion) in blank or for the account of the Tender Agent, and payment of
the Purchase Price of such Bond (or portion) shall be deemed to be made when the
Tender Agent or the Remarketing Agent gives sufficient instructions to (while
maintaining sufficient funds at or delivering such funds to) the Securities Depository to
credit such Purchase Price to the account of such person at the Securities Depository.
Notwithstanding the foregoing, any Book -Entry -Only Bond may be so tendered,
transferred, and paid for in accordance with the delivery order procedures of the
Securities Depository.
B. Notice of Mandatory Tender. The Tender Agent shall give notice of each
Purchase Date for Bonds or portions thereof described in Subsection A(3) of this Section 2.5
(other than Purchase Dates described in Subsection A(3)(c)(i) of this Section 2.5 for Bonds or
portions thereof in a Commercial Paper Mode) to the Liquidity Bank (if any), the Paying
Agent/Registrar, the Remarketing Agent, and each Holder of Bonds affected thereby by mail,
first-class postage prepaid, not less than 20 days, if such Bonds or portions are in a Daily Mode
82297305.6
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or Weekly Mode, not less than 30 days, if such Bonds or portions are in any other Interest Mode
(other than a Bank Bond or any Bond in a SIFMA Index Mode or a Term Mode bearing interest
at Stepped Rate), and in either case not more than 60 days preceding such Purchase Date, stating:
(1) Purchase Date: the date of such Purchase Date,
(2) Identification: the Bonds to be purchased and, if less than all of the
Bonds are to be tendered for purchase on such Purchase Date, an identification (by Bond
and CUSIP number, Stated Maturity, Closing Date, and Interest Mode) and the principal
amount of the Bonds or portions thereof so to be tendered;
(3) Termination of Rights: that each such Bond or portion thereof not
tendered for purchase pursuant to Subsection A(3) of this Section 2.5 by 12:00 noon,
New York, New York time, on such Purchase Date shall be deemed to have been
tendered for purchase on such Purchase Date at the Purchase Price therefor, and that, if
due provision is made for the payment of such Purchase Price on such Purchase Date,
such Holder shall not be entitled to any payment (including any interest accrued
subsequent thereto) in respect of such Bond or portion other than the Purchase Price
therefor,
(4) Release of Liquidity Facility or Credit Facility: in the case of a Purchase
Date described in Subsection A(3)(a) or (d) of this Section 2.5, that the Liquidity Facility
or Credit Facility, respectively, then in effect will thereafter no longer be in effect, and
that any credit rating then assigned to the Bonds by any Rating Service may be reduced
or withdrawn,
(5) Payment Provisions: the time and place for the tender of such Bonds or
portions thereof and the then current names and addresses of the Tender Agent and the
Remarketing Agent for such Bonds, and
(6) Interest Mode or Period Change: if applicable, the matters described in
Section 2.2F,
and shall comply with the requirements of Section 4. JA, to the extent required or necessary in
respect of each such Purchase Date.
C. Purchase Fund; Purchase of Tendered Bonds. The Tender Agent shall establish
and maintain for the account of the persons described in Subsection D of this Section 2.5 a
special trust fund designated the "City of Corpus Christi, Texas Utility System Variable Rate
Junior Lien Revenue Improvement Bonds, Series 20 Purchase Fund" (herein referred to as
the Purchase Fund) and, within the Purchase Fund, separate accounts for Eligible Bonds and all
other Bonds, respectively. The money deposited to each account of the Purchase Fund shall be
held in trust separate and apart from all other funds held by the Tender Agent and applied solely
as provided in this Subsection.
The Tender Agent shall deposit to the credit of the applicable account of the Purchase
Fund the following funds promptly upon receipt (and no other funds) and shall apply the money
82297305.6
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in the applicable account of the Purchase Fund on each Purchase Date to pay the Purchase Price
of the Bonds for which such account was established (or portions thereof) and which are
tendered pursuant to Subsection A of this Section 2.5 from the following sources in the following
order of priority:
(1) Remarketing Proceeds: first, proceeds of the remarketing of such Bonds
or portions (other than Bonds or portions remarketed to the City),
(2) Liquidity Draws: second, in the case of tendered Eligible Bonds and the
related account in the Purchase Fund, amounts drawn under or derived from a Liquidity
Facility, if having been accepted pursuant to Section 4.1C and at such time in force and
effect pursuant to Section 4.1A, and
(3) City Advances: third, if sufficient amounts for the payment of the unpaid
Purchase Price have not been deposited to the Purchase Fund by 4:00 p.m., New York,
New York, time on the Purchase Date, from payments, if any, elected to be made by the
City.
Upon tender for purchase of any Bond or portion thereof on the Purchase Date therefor or of any
Untendered Bond on or after the Purchase Date therefor in accordance with Subsection A of this
Section 2.5, endorsed in blank (or accompanied by a bond power executed in blank) to the extent
of the portion to be purchased, the Paying Agent/Registrar shall pay to the Holder of such Bond
or such Untendered Bond the Purchase Price therefor or for such portion on behalf of the
purchaser thereof specified in Subsection D of this Section 2.5 from funds available for such
purchase held in the applicable account of the Purchase Fund.
Upon constructive tender for purchase in accordance with Subsection D of this
Section 2.5 of any Book -Entry -Only Bond or portion thereof to be purchased in accordance with
Subsection A of this Section 2.5, the Tender Agent shall pay to the Securities Depository, for
credit to all accounts to which such Bonds or portions are credited (other than accounts and in
amounts specified by the Tender Agent), the Purchase Price therefor on behalf of the purchaser
thereof specified in Subsection D of this Section 2.5 from funds available for such purchase held
in the applicable account of the Purchase Fund.
The Tender Agent shall hold all money delivered to it hereunder and deposited (or
required to be deposited) to each account in the Purchase Fund for the purchase of the applicable
Bonds or portions thereof in trust solely for the benefit of the respective persons which shall have
so delivered such money until the Bonds or portions thereof purchased with such money are
delivered pursuant to Subsection D of this Section 2.5 and, thereafter, in the order specified
above, for the benefit of the persons to whom such money is to be paid hereunder.
Amounts deposited to the Purchase Fund for the payment of the Purchase Price of Bonds
or portions thereof which have been sold pursuant to the Remarketing Agreement (other than to
the City) or purchased by the Liquidity Bank, if any, shall be promptly applied to effect the
purchase thereof from the Remarketing Agent or the Liquidity Bank (if any), if permitted or
required by the Liquidity Facility. If, at 4:30 p.m., New York, New York time, on any Purchase
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Date or upon any earlier payment of the Purchase Price of all Bonds or portions thereof required
by this Section to be purchased on such Purchase Date, any balance remains in the accounts of
the Purchase Fund in excess of any unsatisfied purchase obligation under this Section, such
excess shall be promptly disbursed, first, to the Liquidity Bank, if any, from amounts in the
account established for Eligible Bonds to the extent of any unpaid obligation owed to such
person under the Liquidity Facility (if one is at such time valid and in effect) and, second, to the
City to the extent of any remaining balance. Money held for the credit of the Purchase Fund
shall be held by the Tender Agent without investment.
D. Disposition of Tendered Bonds. Bonds or portions thereof tendered or deemed
tendered pursuant to Subsection A of this Section 2.5, the Purchase Price for which has been paid
pursuant to Subsection C of this Section 2.5, shall have been purchased:
(1) Remarketing: by the Remarketing Agent, if the obligation of the
Remarketing Agent to remarket the Bonds under the Remarketing Agreement represents
a firm financial arrangement or commitment and, if not, by the persons to whom Bonds
or portions thereof have been remarketed to the extent the Purchase Price for such Bonds
or portions has been paid pursuant to Subsection C(1) of this Section 2.5,
(2) Liquidity Bank: by the Liquidity Bank (if any) to the extent the Purchase
Price therefor is paid from amounts drawn under or derived from the Liquidity Facility at
such time as may then be in force and effect pursuant to Subsection C(2) of this
Section 2.5, and
(3) City: otherwise by the City.
Whenever any Bond or portion thereof (other than a Book -Entry -Only Bond) tendered or
deemed tendered pursuant to this Section 2.5 is purchased pursuant to this Section 2.5, the City
shall execute, and the Tender Agent shall authenticate and deliver, in the name of and to the
person deemed to have purchased the same or its designee, one or more new Bonds of any
authorized denomination and same Interest Mode, bearing interest at the same rate and for the
same Interest Period, and of a like aggregate principal amount pursuant to Section 2.7.
Whenever any Book -Entry -Only Bond or portion thereof tendered or deemed tendered and is
purchased pursuant to this Section 2.5, the Tender Agent shall cause such Bond or portion to be
credited to the account at the Securities Depository of the person deemed to have purchased the
same or any nominee thereof specified by such person.
The Tender Agent shall hold all Bonds delivered to it hereunder in trust solely for the
benefit of the respective Holders which have so delivered such Bonds until money representing
the Purchase Price of such Bonds shall have been delivered to or for the account of or to the
order of such Holders.
In carrying out its responsibilities under this Section, the Tender Agent shall be acting
solely as the agent of the Holders and owners from time to time of the Bonds or portions thereof
tendered or deemed tendered pursuant to this Section 2.5 and of the persons purchasing the same
pursuant to this Section 2.5, respectively. No delivery of Bonds to the Tender Agent pursuant to
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this Section 2.5 shall constitute a redemption of Bonds or other extinguishment of the debt
evidenced thereby.
E. Failed Remarketing in Certain Term Modes. If the Bonds are tendered for
purchase in connection with a conversion to an Interest Period from an existing Interest Period
during which the Bonds are in a SIFMA Index Mode or a Term Mode, and there then exists no
Liquidity Facility relating to the Bonds (and there was no Liquidity Facility upon the
commencement of the then -expiring Interest Period), then the Bonds shall be subject to
mandatory tender on the first day of such subsequent Interest Period pursuant to
Section 2.5A(3)(b). In the event that such Bonds are not converted and remarketed to new
purchasers on the scheduled date of mandatory tender, the City shall have no obligation to
purchase the Bonds tendered on such date, the failed conversion and remarketing shall not
constitute an Event of Default under this Ordinance or the Bonds, the mandatory tender will be
deemed to have been rescinded for that date with respect to the Bonds subject to such failed
remarketing only, and such Bonds (i) will continue to be Outstanding, (ii) will be purchased
upon the availability of funds to be received from the subsequent remarketing of such Bonds,
(iii) will, while bearing interest at Stepped Rate, be subject to redemption and mandatory tender
for purchase on any date upon which a conversion occurs (which shall occur at the City's
discretion upon delivery of at least one day's notice to the Holders thereof), and (iv) will be
deemed to continue in a SIFMA Index Mode or at a Term Mode, as applicable, for all other
purposes of this Ordinance, though bearing interest during such time at the Stepped Rate until
remarketed or redeemed in accordance with the terms of this Ordinance. In the event of a failed
conversion and remarketing as described above, the City will cause the Bonds to be converted
and remarketed on the earliest reasonably practicable date on which they can be sold at par, in
such Interest Mode or Modes as the City directs, at a rate not exceeding the Maximum Rate. All
other provisions of this Ordinance applicable to Bonds in a SIFMA Index Mode or a Term
Mode, as applicable, shall apply to and govern Bonds described in this Section 2.5E to the extent
such terms are not in conflict with those included herein.
F. Untendered Bonds. Any Bond (or portion thereof) which is required to be but
which is not tendered for purchase on a Purchase Date by the time specified in this Section 2.5
(such Bonds or portions herein referred to as Untendered Bonds) shall, upon deposit in the
Purchase Fund of an amount sufficient to pay the Purchase Price of such Bond or portion on such
Purchase Date, be deemed to have been tendered and sold on such Purchase Date to the person
specified in Subsection D of this Section 2.5, and thereafter (a) the Holder thereof shall not be
entitled to any payment (including any interest accrued subsequent to such Purchase Date) in
respect thereof other than the Purchase Price for such Bond or portion thereof, and such
Untendered Bond (except any Bond issued in lieu thereof pursuant to Subsection D of this
Section 2.5) shall no longer be entitled to the benefit of this Ordinance, except for the purpose of
payment of the Purchase Price therefor, and (b) the City shall execute, and the Paying
Agent/Registrar shall authenticate and deliver, in the name of the person specified in
Subsection D of this Section 2.5, one or more new Bonds of any authorized denomination, with
same aggregate principal amount, in the same Interest Mode, having the same Maturity, and
bearing interest at the same rate.
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G. Remarketing Agent. The City hereby appoints to serve as
the initial Remarketing Agent and authorizes the execution of the Remarketing Agreement, dated
as of November 18, 2014, between the City and the Remarketing Agent, in substantially the form
presented to the City in connection herewith (and as attached hereto as Exhibit F, by an
Authorized Official as the act and deed of the City. At the discretion of the City Council or an
Authorized Official and prior to the commencement of the period during which the Bonds may
be remarketed, the City shall be permitted to appoint a substitute Remarketing Agent for the
Bonds (which appointment may be made or be authorized in an Approval Certificate or a
Conversion Ordinance), with power to act in the determination of the duration of each Interest
Period for each Bond or portion thereof in a Commercial Paper Mode pursuant to Section 2.2D
and of each Daily Rate, Weekly Rate, Commercial Paper Rate, Applicable Spread (other than for
the initial Interest Period in the initial Interest Period, in which case such substantive role for
determining the Applicable Spread will be served by the Purchasers), Term Rate, and Fixed Rate
for each Bond or portion thereof pursuant to Section 2.2E, and to offer and resell Bonds or
portions thereof tendered or deemed tendered pursuant to this Section. Each Remarketing Agent
shall at all times be a bank or trust company or a member of the New York Stock Exchange or
the Financial Industry Regulatory Authority and shall have a minimum capitalization of
$15,000,000 and be authorized by law to perform all the duties imposed by this Ordinance on a
Remarketing Agent.
The form of any Remarketing Agreement to be entered into with any substitute
Remarketing Agent shall be approved by the City in a Conversion Ordinance.
Any corporation into which the Remarketing Agent may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger, consolidation, or
conversion to which the Remarketing Agent shall be a party, or any corporation succeeding to
the corporate trust business of the Remarketing Agent, shall be the successor of the Remarketing
Agent hereunder, if such successor corporation is otherwise eligible under this Section, without
the execution or filing of any further act on the part of the parties hereto or the Remarketing
Agent or successor.
The Remarketing Agent may at any time resign by giving written notice of such
resignation to the Paying Agent/Registrar, the Tender Agent, any Credit Enhancer, any Liquidity
Bank, and to the City. The City may terminate the agency of the Remarketing Agent at any time
by giving written notice of such termination to such Remarketing Agent, the Paying
Agent/Registrar, the Tender Agent, any Credit Enhancer, and any Liquidity Bank. Upon
receiving such a notice of resignation or upon such a termination, or in case at any time the
Remarketing Agent shall cease to be eligible under this Section, the City shall, unless the Interest
Mode for all Bonds is then a SIFMA Index Mode or a Term Mode that is not in the period
specified for remarketing or has been converted to the Fixed Mode (in the case of a Remarketing
Agent), appoint a successor Remarketing Agent for the Bonds with the consent of the Credit
Enhancer, and shall give written notice of such appointment to the Paying Agent/Registrar, the
Tender Agent, any Credit Enhancer, and any Liquidity Bank. Such appointment shall be
evidenced by an Approval Certificate or a Conversion Ordinance.
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H. Tender Agent. Whenever Bonds are in or are to be converted to an Interest Mode
(other than Bonds in a Fixed Mode), there shall be a Tender Agent (which may be the Paying
Agent/Registrar, if qualified for such appointment hereunder) appointed by the City and the
approval (in the case of successor Tender Agents) of any Credit Enhancer and any Liquidity
Bank with power to act in the purchase of Bonds pursuant to this Section 2.5 and payment of the
Purchase Price therefor.
The Tender Agent shall at all times be a commercial bank or trust company that, in either
case, has an office in the Place of Payment and is organized and doing business under the laws of
the United States or of any state, has a combined capital and surplus of at least $50,000,000, is
authorized under such laws to exercise corporate trust powers, is subject to supervision or
examination by federal or state authority, and satisfies the qualifications, if any, stated in any
Liquidity Facility. If such corporation publishes reports of condition at least annually pursuant
to law or the requirements of such authority, then for the purposes of this Section 2.5 the
combined capital and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
, is appointed Tender Agent. The form of Tender
Agent Agreement attached hereto as Exhibit B is incorporated herein by reference for all
purposes and his hereby approved as to form and content, and any Authorized Official is hereby
authorized to execute and deliver a Tender Agent Agreement substantially in such form and to
such effect with the Tender Agent on behalf of the City as the act and deed of the City Council.
Any person into which any Tender Agent may be merged or converted or with which it
may be consolidated, or any person resulting from any merger, consolidation, or conversion to
which any Tender Agent shall be a party, or any person succeeding to the corporate trust or debt
securities administration business of any Tender Agent, shall be the successor of the Tender
Agent hereunder, if such successor person is otherwise eligible under this Section, without the
execution or filing of any further document on the part of the parties hereto or the Tender Agent
or such successor person.
Any Tender Agent may resign by giving 30 days prior written notice of such resignation
to the Paying Agent/Registrar, the City, any Credit Enhancer, and any Liquidity Bank. The City
may terminate the agency of any Tender Agent by giving written notice of such termination to
such Tender Agent and the Paying Agent/Registrar, any Credit Enhancer, and any Liquidity
Bank. Upon receiving such a notice of resignation or upon such a termination, or in case at any
time any Tender Agent shall cease to be eligible under this Section, the City shall promptly
appoint a successor Tender Agent with the consent of any Credit Enhancer and any Liquidity
Bank and give written notice of such appointment to the Paying Agent/Registrar, and the Paying
Agent/Registrar shall then give written notice of such appointment to the Remarketing Agent (if
any at such time serving) and the Bondholders. A successor Tender Agent shall be appointed
hereunder unless no Bonds are in a Daily Mode, Weekly Mode, SIFMA Index Mode,
Commercial Paper Mode, or Term Mode.
No such resignation or removal shall take effect until a successor Tender Agent shall
have been appointed and accepted such appointment and, if a Liquidity Facility is then in effect
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hereunder and the Tender Agent is then a beneficiary thereunder, either effective transfer to the
successor Tender Agent of the existing Liquidity Facility or delivery to the successor Tender
Agent of a substitute Liquidity Facility naming such successor Tender Agent as beneficiary but
otherwise containing the same terms as the Liquidity Facility then in effect. If no successor
Tender Agent has accepted appointment within 30 days after the Tender Agent has given notice
of its resignation or has been removed as provided above, the Tender Agent may petition any
court of competent jurisdiction for the appointment of a temporary successor Tender Agent,
provided that any Tender Agent so appointed shall immediately and without further act be
superseded by any Tender Agent appointed by the City as provided above. If the Tender Agent
does elect to act to petition a court of competent jurisdiction for the appointment of a temporary
successor Tender Agent, it will do so only to the extent that it is indemnified to its satisfaction
against the cost and expense of such defense or initiation, including attorneys' fees.
SECTION 2.6. Book -Entry -Only System.
It is intended that the Bonds initially be registered so as to participate in a securities
depository system (herein referred to as the DTC System) with The Depository Trust Company,
New York, New York, or any successor entity thereto (herein referred to as DTC), as set forth
herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial
Bonds described in Section 2.8) 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 with DTC attached hereto as
Exhibit D (herein referred to as 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 (herein referred to as a Direct Participant) or to any person on
behalf of whom such a Depository Participant holds an interest in the Bonds (herein referred to
as 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 Direct Participant with respect to any
ownership interest in the Bonds, or (ii) the delivery to any Direct Participant or any other person,
other than a registered owner of the Bonds, as shown on the Security Register, of any notice with
respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Direct
Participant or any Indirect Participant or any other person, other than a Holder of a Bond, of any
amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC
System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall
receive a Bond 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
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interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance
shall refer to such new nominee of DTC.
In the event that (a) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (b) the Representation Letter
shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest
of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall
notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability
within a reasonable period of time through DTC of Bond certificates, and the Bonds shall no
longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that
time, the City may determine that the Bonds shall be registered in the name of and deposited
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 2.7. Execution; Registration; Transfer; and Exchange.
A. Execution. The Bonds shall be executed on behalf of the City by its Mayor, its
seal reproduced or impressed thereon, and attested by the City Secretary. The signature of either
officer on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile
signatures of individuals who were, at the time of the Dated Date, the proper officers of the City
shall bind the City, notwithstanding that such individuals or either of them shall cease to hold
such offices prior to the delivery of the Bonds to the Purchasers (defined herein), all as
authorized and provided in Chapter 1201, as amended, Texas Government Code.
B. Registration Certifications. No Bond shall be entitled to any right or benefit
under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such
Bond either a certificate of registration substantially in the form provided in Section 3.3,
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 3.4, 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.
C. Registration; Beneficial Owners. 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
terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the
Security Register by the Holder, in person or by his duly authorized agent, upon surrender of
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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.
D. Transfer. 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.
E. Exchange. At the option of the Holder, Bonds may be exchanged for other
Bonds of the same series and 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.
F. Effect of Transfers and Exchange. All Bonds issued upon any transfer or
exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar,
or be sent by registered mail to the Holder at his request, risk, and expense, and upon the
delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the
same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds
surrendered upon such transfer or exchange.
G. Expenses of Transfer and Exchange. All transfers or exchanges of Bonds
pursuant to this Section shall be made without expense or service charge to the Holder, except as
otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by
the Holder requesting such transfer or exchange of any fee, tax or other governmental charges
required to be paid with respect to such transfer or exchange.
H. Predecessor Bonds. Bonds canceled by reason of an exchange or transfer
pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a
portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered
and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds
shall include any Bond registered and delivered pursuant to Section 2.11 in lieu of a mutilated,
lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the
mutilated, lost, destroyed, or stolen Bond.
SECTION 2.8. Initial Bonds.
The Bonds herein authorized shall be issued initially as one fully -registered Bond in the
principal amount of Bonds authorized hereby numbered T-1 (herein referred to as the Initial
Bond), shall be dated , 20 (the Dated Date), and shall be registered in the name of
the Purchasers or the designee thereof. The Initial Bond shall be the Bond submitted to the
Office of the Attorney General of the State of Texas for approval, certified and registered by the
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Office of the Comptroller of Public Accounts of the State of Texas, and delivered to the initial
purchaser. Any time after the delivery of the Initial Bond, the Paying Agent/Registrar shall
cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized
denominations, principal amounts, and interest rates, 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 2.9. Bonds Are Negotiable Instruments.
Each of the Bonds authorized herein shall be deemed and construed to be a "security"
and as such a negotiable instrument with the meaning of the Chapter 8 of the Texas Uniform
Commercial Code.
SECTION 2.10. Cancellation.
All Bonds surrendered for payment, transfer, redemption, exchange, or replacement, if
surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to
the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be
promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the
Paying Agent/Registrar for cancellation any Bonds previously certified or registered and
delivered which the City may have acquired in any manner whatsoever, and all Bonds so
delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by
the Paying Agent/Registrar shall be destroyed as directed by the City.
SECTION 2.11. Mutilated, Destroyed, Lost, and Stolen Bonds.
If (1) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the Paying
Agent/Registrar receives evidence to its satisfaction of the destruction, loss, or theft of any Bond,
and (2) there is delivered to the Paying Agent/Registrar such security or indemnity as may be
required to save each of the City and the Paying Agent/Registrar harmless, then, in the absence
of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona
fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall
register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen
Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal
amount, bearing a number not contemporaneously outstanding.
In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such
Bond.
Upon the issuance of any new Bond or payment in lieu thereof, under this Section 2.11,
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 2.11 in lieu of any mutilated, destroyed,
lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or
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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 2.11 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 2.12. Sale of Bonds; Official Statement Approval; Approval of Purchase
Contract.
The Bonds authorized by this Ordinance are hereby sold by the City to
, as the authorized representative of a group of underwriters (the Purchasers,
and having all the rights, benefits, and obligations of a Holder), at the price of par, less a
Purchasers' discount of $ , and no accrued interest, in accordance with the
provisions of the Purchase Contract (the Purchase Contract) attached hereto as Exhibit C. The
pricing and terms of the sale of the Bonds are hereby found and determined to be the most
advantageous reasonably obtainable by the City. The Initial Bonds shall be registered in the
name of . The Bonds are initially issued in a Term Mode commencing on the date
of initial delivery of the Bonds (anticipated to occur on or about , 2015) and
concluding on the day immediately preceding the Business Day occurring on or immediately
after July , 20 .
Any Authorized Official is hereby authorized and directed to execute the Purchase
Contract for and on behalf of the City and as the act and deed of the City Council, and in regard
to the approval and execution of the Purchase Contract, the City Council hereby finds,
determines and declares that the representations, warranties, and agreements of the City
contained in the Purchase Contract are true and correct in all material respects and shall be
honored and performed by the City. Delivery of the Bonds to the Purchasers shall occur as soon
as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the
terms of the Purchase Contract.
Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's
prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in
accordance with the Rule (hereinafter defined), and (ii) the use and distribution of the
Preliminary Official Statement by the Purchasers in connection with the public offering and sale
of the Bonds is hereby ratified, confirmed and approved in all respects. The final Official
Statement shall be and is hereby in all respects approved and the Purchasers is hereby authorized
to use and distribute the final Official Statement, dated , 2015, in the reoffering, sale
and delivery of the Bonds to the public. The Mayor and/or City Secretary are further authorized
and directed to manually execute and deliver for and on behalf of the City copies of the Official
Statement in final form as may be required by the Purchasers, and such final Official Statement
in the form and content manually executed by said officials shall be deemed to be approved by
the City Council and constitute the Official Statement authorized for distribution and use by the
Purchasers. The proper officials of the City are hereby authorized to execute and deliver a
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certificate pertaining to such Official Statement as prescribed therein, dated as of the date of
payment for and delivery of the Bonds.
SECTION 2.13. Application of Bond Proceeds.
Proceeds from the sale of the Bonds shall, promptly upon receipt by the City, be applied
as follows:
(1) Accrued interest, if any, received from the Purchasers shall be deposited
into the Bond Fund.
(2) The City received an original issue reoffering premium from the sale of
the Bonds of $ , $ of which is hereby allocated by the City to pay
certain costs of issuance and the balance allocated by the City in the manner described in
Paragraph 3 below.
(3) The balance of the proceeds derived from the sale of the Bonds (after
paying other costs of issuance and other deposits referred to in Paragraphs 1 and 2 above)
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 5.6 of this Ordinance. Interest earned on the
proceeds of the Bonds pending completion 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 deposited into the Bond Fund
and expended in accordance with Section 5.2.
SECTION 2.14. Control and Custody of Bonds.
The Mayor shall be and is hereby authorized to take and have charge of all necessary
orders and records pending investigation by the Attorney General of the State of Texas and shall
take and have charge and control of the Bonds pending their approval by the Attorney General of
the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of
Texas and the delivery of the Bonds to the Purchasers.
Furthermore, any Authorized Official or any combination of them 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 and their
registration by the Comptroller of Public Accounts and, together with the City's Bond Counsel
and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial
Bond(s) to the Purchasers.
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ARTICLE III
FORMS OF BONDS
SECTION 3.1. Forms Generally.
The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the
State of Texas to be attached to the Initial Bond, the Certificate of Registration, the form of
Assignment, and the Notice of Demand Privilege, Mandatory Tender, and Liquidity Support to
be reproduced on Bonds in any Interest Mode other than the Fixed Mode shall be substantially in
the forms set forth in this Article III, 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 are
insured, 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 Bonds shall be printed, lithographed, or engraved, produced by any combination of
these methods, or typed or produced in any other manner, all as determined by the officers
executing the Bonds as evidenced by their execution thereof.
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SECTION 3.2.
REGISTERED
AMOUNT
NO.
Form of Definitive Bond.
REGISTERED
United States of America
State of Texas
Counties of Nueces, Aransas, Kleberg, and San Patricio
CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM
VARIABLE RATE JUNIOR LIEN REVENUE IMPROVEMENT BONDS,
SERIES 20
Interest Rate:
Bond Date:
, 20
REGISTERED OWNER:
Stated Maturity: CUSIP No.
PRINCIPAL AMOUNT: DOLLARS
The City of Corpus Christi, Texas (herein referred to as the City), a body corporate and
municipal corporation located primarily in Bexar County, Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above (herein referred to as the Holder), or the registered assigns thereof, on the Stated Maturity
date specified above, the Principal Amount stated 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 Bond Date specified above, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, at the per annum rate or rates of interest and to the
persons hereinafter described until payment thereof is made or duly provided for at or after the
Stated Maturity or any earlier redemption date therefor. Principal of and premium, if any, on this
Bond shall be payable upon presentation and surrender of this Bond at a corporate trust office of
(the Paying Agent/Registrar) executing the registration
certificate appearing hereon, or a successor thereof, in a city designated by it for such purpose
(herein after referred to as the Place of Payment).
If the specified date for any payment hereon shall be a Saturday, Sunday, or legal holiday
or the equivalent (other than a moratorium) on which banking institutions generally are
authorized to close in the Place of Payment [or shall otherwise be a day other than a Business
Day, as herein defined] *, then such payment may be made on the next succeeding day which is
not one of the foregoing days without additional interest and with the same force and effect as if
made on the specified date for such payment. All such payments shall be made in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts.
* Bracket phrase may be omitted from the Bonds authenticated on or after the first day of the Fixed Mode for the Bonds of such
series.
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1. Series, Purpose, and Authority. This Bond is one of a duly authorized issue of
bonds of the City designated as its "Utility System Variable Rate Junior Lien Revenue
Improvement Bonds, Series 20" issued and to be issued in the aggregate principal amount of
AND NO/100 DOLLARS ($ ) (herein referred to as the Bonds)
pursuant to an ordinance adopted by the governing body of the City (referred to as the
Ordinance) for the purpose of providing funds for (i) acquiring, purchasing, constructing,
improving, repairing, extending, enlarging, equipping, and renovating the System and (ii) paying
the costs of issuance relating thereto. The Bonds are authorized to be issued pursuant to the
authority conferred by and in conformity with the laws of the State of Texas, particularly
Chapters 1371 and 1502, as amended, Texas Government Code, the City's Home Rule Charter,
and the Ordinance.
2. Interest. [Insert the applicable paragraphs from Section 2 relating to the
payment of interest on the Bonds.]
3. Redemption. [Insert the applicable paragraph(s) from Section 2 relating to the
redemption of Bonds.]
It is provided in the Ordinance that Bonds may be redeemed in part and that upon any
partial redemption of any such Bond the same shall, except as otherwise permitted by the
Ordinance, be surrendered in exchange for one or more new Bonds of the same interest rate in
authorized form and denominations for the unredeemed portion of principal. Bonds (or portions
thereof) for whose redemption and payment provision is made in accordance with the Ordinance
shall thereupon cease to be entitled to the lien of the Ordinance and shall cease to bear interest
from and after the date fixed for redemption.
4. Limited Obligations. The Bonds of this series are special obligations of the City,
issued as Junior Lien Obligations, payable from and equally and ratably secured by a lien on and
pledge of the Junior Lien Pledged Revenues, being (primarily) a lien on and pledge of the Net
Revenues derived from the operation of the City's utility system (as further described in the
Ordinance, the System), that is junior and inferior to the lien thereon and pledge thereof securing
the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge
thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien
Obligations. In the Ordinance, the City reserves and retains the right to issue Additional Priority
Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and
Additional Inferior Lien Obligations without limitation as to principal amount but subject to any
terms, conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under
law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or
encumbrance upon any property of the City or System, except with respect to the Junior Lien
Pledged Revenues.
5. Provisions of Ordinance. Reference is hereby made to the Ordinance, a copy of
which is on file in the corporate trust office of the Paying Agent/Registrar, to all of the
provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms;
the description and nature of the Net Revenues pledged for the payment of the Bonds; the terms
and conditions under which the City may issue Additional Priority Bonds, Additional Junior Lien
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Obligations, Additional Subordinate Lien Obligations, and Additional Inferior Lien Obligations;
the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon
which the Ordinance may be amended or supplemented with or without the consent of the
Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms
and provisions upon which this Bond may be deemed to be no longer Outstanding thereunder;
and the other terms and provisions specified in the Ordinance. Capitalized terms used herein
have the same meanings assigned in the Ordinance.
6. Transfer. This Bond, subject to certain limitations contained in the Ordinance,
may be transferred on the Security Register upon presentation and surrender at the corporate trust
office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the Holder
hereof or his duly authorized agent, and thereupon one or more new fully registered Bonds of the
same 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.
7. Conclusive Owner. 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 each
Record Date for the payment of interest hereon 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 Stated Maturity, or 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 nor any such agent of either shall be affected by notice to the
contrary.
8. Representations. 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 special obligation of the City
have been performed, exist, and have been done, in regular and due time, form, and manner, as
required by law; 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 and interest
on the Bonds by a pledge of and lien on the Net Revenues. In case any provision in this Bond or
any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality,
and enforceability of the remaining provisions and applications shall not in any way be affected
or impaired thereby.
9. Governing Law. The terms and provisions of this Bond and the Ordinance shall
be construed in accordance with and shall be governed by the laws of the State of Texas.
Unless either a Registration Certificate of the Comptroller of Public Accounts of the State
of Texas hereon has been executed by such Comptroller or her duly authorized agent or a
Certificate of Authentication hereon has been executed by the Paying Agent/Registrar, in each
case by manual signature, this Bond shall not be entitled to any benefit under the Ordinance or be
valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City.
CITY OF CORPUS CHRISTI, TEXAS
By:
Mayor
ATTEST:
City Secretary
(CITY SEAL)
SECTION 3.3. Form of Registration Certificate of Comptroller of Public Accounts.
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
(SEAL)
82297305.6
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Comptroller of Public Accounts
of the State of Texas
SECTION 3.4. Form of Certificate of Paying Agent/Registrar.
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within -mentioned Ordinance, a Predecessor
Bond for which has been approved by the Attorney General of the State of Texas and registered
by the Comptroller of Public Accounts of the State of Texas.
Date of Authentication: , as
Paying Agent/Registrar
By:
Authorized Signature
SECTION 3.5. 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:
Signature guaranteed:
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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.
SECTION 3.6. Form of Notice of Demand Privilege, Mandatory Tender, and Liquidity
Support.
NOTICE OF DEMAND PRIVILEGE, MANDATORY TENDER,
AND LIQUIDITY SUPPORT
Optional Tender. The Tender Agent is required by the Ordinance to purchase, but solely
from and to the extent of the sources of funds hereinafter described, for the account of one or
more purchasers specified in the Ordinance, at the Purchase Price hereinafter described, the
within Bond (or any portion thereof which in principal amount is equal to an authorized
denomination), unless (and to the extent) such Bond or portion is a Bank Bond (as defined in the
Ordinance) or is owned by or on behalf or for the benefit or account of the City or certain
affiliates described in the Ordinance, upon tender for purchase by the Holder (or, if registered in
the name of the Securities Depository or its nominee, the beneficial owner) thereof on:
(1) Daily Mode: any Business Day while such Bond is in a Daily Mode, if
telephone, facsimile, or other electronic notice of such tender has been received by the
Remarketing Agent referred to below not later than 11:00 a.m., New York, New York
time, on such Business Day, and
(2) Weekly Mode: any Business Day while such Bond or portion is in a
Weekly Mode, if notice of such tender has been received by the Remarketing Agent and
the Paying Agent/Registrar in writing or by facsimile or other written electronic means
not later than 4:00 p.m., New York, New York time, on a Business Day which is at least
seven calendar days prior to such Purchase Date,
in each case upon presentment of such Bond endorsed in blank (or accompanied by a bond
power executed in blank) by such Holder at the office of the Tender Agent or, in the case of a
Bond registered in the name of the Securities Depository or its nominee, upon credit of the
beneficial ownership of such Bond to the account of the Tender Agent at the Securities
Depository or any direct or indirect participant thereof other than such beneficial owner, in each
case to the extent of the portion to be purchased, not later than 12:00 noon, New York, New
York time, on such Purchase Date, such notice in each case stating the principal amount and
Interest Mode of such Bond to be tendered, the Purchase Date therefor, and the name of the
registered Holder thereof (or, if such Bond is registered in the name of the Securities Depository
or its nominee, the name of the beneficial owner thereof and the name and number of the account
at the Securities Depository to which the beneficial ownership of such Bond or portion thereof is
then credited). The "Purchase Price" at which such Bond or portion thereof is to be so
purchased is equal to 100% of the principal amount thereof plus interest, if any, accrued thereon
(excluding Bank Differential) from the Bond Date specified in the within Bond or the most
recent Interest Payment Date therefor to which interest thereon has been paid or duly provided
for to, but excluding, such Purchase Date, payable in immediately available funds on such
Purchase Date, provided that such Purchase Price shall be payable solely from and to the extent
of available funds realized from the remarketing of Bonds or drawn under or derived from the
Liquidity Facility or, at the election of the City, funds advanced by the City. All notices of
optional tender shall be irrevocable and effective upon receipt.
82297305.6
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Mandatory Tender. As provided in the Ordinance, the within Bond (or the applicable
portion thereof specified below) is required to be tendered for purchase (except to the extent such
Bond or any portion thereof is a Bank Bond, as defined in the Ordinance, or registered in the
name of the City) in the manner and place and for the account of the persons specified below, at
the Purchase Price, but solely from and to the extent of available funds realized from the
remarketing of Bonds or drawn under or derived from the Liquidity Facility (if any) referred to
below or, at the election of the City, funds advanced by the City, upon:
(1) Liquidity Facility Release: if a Liquidity Facility is in effect under the
Ordinance, the (a) third Business Day preceding the date on which (i) the Liquidity
Facility referred to below shall expire or (ii) the obligations thereunder of the person
obligated thereon shall terminate on prior notice to the Paying Agent/Registrar, and
(b) last Business Day on or before any release of the Liquidity Facility upon acceptance
of a substitute therefor, if in either case such Bond or portion is in a Daily Mode, Weekly
Mode, Commercial Paper Mode, SIFMA Index Mode, or Term Mode,
(2) New Interest Mode or Period: the first Business Day of each new Interest
Mode for such Bond or portion thereof for which notice is given to the Holder, whether
or not such new Interest Mode is effected,
(3) New Commercial Paper Rate, SIFMA Index Mode or Term Rate: the
first Business Day of each Interest Period for such Bond or portion thereof while it is in
(a) a Commercial Paper Mode, (b) a SIFMA Index Mode, or (c) a Term Mode, and
(4) Credit Facility Release: if a Credit Facility is in effect under the
Ordinance, (a) the third Business Day prior to the expiration of the Credit Facility or prior
to the date of termination of the obligations of the Credit Enhancer thereunder with prior
written notice to the Paying Agent/Registrar, and (b) the last Business Day on or before
the release of the Credit Facility due to substitution of an alternate Credit Facility,
in each case upon presentment of such Bond endorsed in blank (or accompanied by a bond
power executed in blank) by such Holder at the corporate trust office of the Tender Agent or, in
the case of a Bond registered in the name of the Securities Depository or its nominee, upon credit
of the beneficial ownership of such Bond to the account of the Tender Agent at the Securities
Depository or any direct or indirect participant thereof other than such beneficial owner, not later
than 12:00 noon, New York, New York time, on such Purchase Date. Written notice of each
such mandatory tender for purchase is required to be mailed by the Tender Agent to the Holder
of such Bond (except in the case of a tender required pursuant to Clause (3)(a) immediately
above) not less than 20 days, if such Bond or portion thereof is in a Daily Mode or Weekly
Mode, not less than 30 days, if such Bond or portion thereof is in any other Interest Mode, and in
either case not more than 60 days prior to such Purchase Date.
Untendered Bonds. Bonds or portions thereof for which notice of tender is duly given in
accordance with the provisions described under "Optional Tender" above for any Purchase Date,
or which are required to be tendered pursuant to the provisions described under "Mandatory
Tender" above on any Purchase Date, and for which payment of the Purchase Price therefor is
82297305.6
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duly provided for on such Purchase Date, will be deemed to be sold on such Purchase Date, and
the owner thereof shall not thereafter be entitled to any payment (including any interest accrued
subsequent to such Purchase Date) in respect thereof other than such Purchase Price or otherwise
be secured by or entitled to any benefit under the Ordinance.
[Liquidity Support; Remarketing. Payment of the Purchase Price of Bonds that are
tendered in accordance with the provisions of the Ordinance described above has been provided
for the period stated therein, subject to certain conditions, by a [name of Liquidity Facility],
dated as of [date] (together with any extension thereof or substitution therefor obtained by the
City in accordance with the Ordinance, herein and in the within Bond referred to as the Liquidity
Facility), among the Paying Agent/Registrar, the Tender Agent, the City, and [name of Liquidity
Bank] (herein and in the within Bond in such capacity, together with the obligor on any such
substitute Liquidity Facility, referred to as the Liquidity Bank), unless such Bonds are sooner
purchased pursuant to remarketing in accordance with a remarketing agreement between the City
and the remarketing agent appointed by the City for the Bonds (herein and in the within Bond,
together with substitutes therefor, referred to as a Remarketing Agent). The Remarketing Agent
for the Bonds is [name of Remarketing Agent].
Remarketing with No Liquidity Facility in Place. The Bonds were sold or remarketed
into the current Interest Period without additional liquidity support being provided in the form of
a Liquidity Facility. As a result, payment of the Purchase Price of Bonds that are tendered in
accordance with the provisions of the Ordinance shall be made only from proceeds resultant
from the remarketing of the Bonds by the Remarketing Agent (defined herein) on the City's
behalf in accordance with the Ordinance. As required under the Ordinance, the City has entered
into a "Remarketing Agreement" between the City and the remarketing agent appointed by the
City for the Bonds (herein and in the within Bond, together with substitutes therefor, referred to
as a Remarketing Agent), who shall serve in such capacity until the remarketing of the Bonds has
been accomplished. The Remarketing Agent for the Bonds is [name of Remarketing Agent].
In the event that such Bonds are not converted and remarketed to new purchasers on the
scheduled date of mandatory tender, the City shall have no obligation to purchase the Bonds
tendered on such date, the failed conversion and remarketing shall not constitute an Event of
Default under the Ordinance or the Bonds, the mandatory tender will be deemed to have been
rescinded for that date with respect to the Bonds subject to such failed remarketing only, and
such Bonds (i) will continue to be Outstanding, (ii) will be purchased upon the availability of
funds to be received from the subsequent remarketing of such Bonds, (iii) will, while bearing
interest at a Stepped Rate, be subject to redemption and mandatory tender for purchase on any
date upon which a conversion occurs (which shall occur at the City's discretion upon delivery of
at least one day's notice to the holders thereof), and (iv) will be deemed to continue in a SIFMA
Index Mode or Term Mode, as applicable, for all other purposes of the Ordinance, though
bearing interest during such time at the Stepped Rate until remarketed or redeemed in accordance
with the terms of the Ordinance. In the event of a failed conversion and remarketing as
described above, the City will cause the Bonds to be converted and remarketed on the earliest
reasonably practicable date on which they can be sold at par, in such Interest Mode or Modes as
the City directs, at a rate not exceeding the Maximum Rate.*]
82297305.6
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*Insert applicable paragraph in bracketed text.
Definitions. All terms in the above notice have the meanings ascribed to such terms in
the within Bond or the Ordinance.
ARTICLE IV
SECURITY AND LIQUIDITY
SECTION 4.1. Liquidity Facility.
A. Tender Agent to Demand Purchase Price. If a Liquidity Facility is in effect
hereunder, the Tender Agent shall give such notice and do such other acts as may be required by
such Liquidity Facility (in the manner therein permitted and by the time required thereby) to
cause the Liquidity Bank on each Purchase Date to purchase at the Purchase Price, or otherwise
to advance the Purchase Price of, all Eligible Bonds or portions thereof (1) that are required to be
purchased pursuant to this Section 4.1 on such Purchase Date and (2) for which the Purchase
Price therefor has not been paid or deposited in immediately available funds to the Purchase
Fund from the proceeds of the remarketing of such Bonds (other than to the City) by 12:00 noon,
New York, New York time, on such Purchase Date. On each Purchase Date the Tender Agent
shall give notice to the City and the Liquidity Bank by telephone, promptly confirmed in writing,
or by facsimile or other electronic means specifying the Purchase Price of Bonds to be purchased
pursuant to or with funds drawn under the Liquidity Facility on such date. In making draws or
claims for payment under the Liquidity Facility, the Tender Agent shall act on behalf and for the
account and benefit of the Holders (other than the City) and not on behalf, for the account or
benefit, or subject to the control of the City. All funds drawn or claimed by the Tender Agent
under the Liquidity Facility shall be credited to the Purchase Fund and applied in accordance
with this Section 4.1.
B. Release of Liquidity Facility. The Tender Agent shall release and return the
Liquidity Facility to the Liquidity Bank at the request of the City or approve the assignment of
the Liquidity Facility by the Liquidity Bank without recourse:
(1) Defeasance: when there are no Outstanding Bonds other than Bonds in a
Fixed Mode; or
(2) Expiration or Termination: when the Liquidity Facility has expired or
been terminated in accordance with its terms; or
(3) Successor Tender Agent: when a successor Tender Agent has been
appointed and qualified pursuant to this Ordinance and a new Liquidity Facility has been
issued to such successor; or
(4) Replacement: at the close of business on the first Business Day for all
Bonds on or after the first day as of which (i) an alternate Liquidity Facility has been
issued to and accepted by the Tender Agent at the direction of the City in accordance
with Subsection C of this Section 4.1 and (ii) the Purchase Price of all Bonds tendered or
deemed tendered on such Business Day pursuant to this Section 4.1 has been paid or duly
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provided for; provided that, if any portion of the Bonds is then in a Commercial Paper
Mode, SIFMA Index Mode, Term Mode, or Fixed Mode, such Business Day is also the
first Business Day of an Interest Period for each such Bond; or
(5) Release Upon Conversion: at the close of business on the first Business
Day on which all Bonds are in a Fixed Mode, provided that the Purchase Price of all
Bonds tendered or deemed tendered on such Business Day pursuant to this Section 4.1
has been paid or duly provided for;
and not otherwise; provided that, no such release or assignment shall be effected by the Tender
Agent pursuant to Clause B(4) of this Section unless the Credit Enhancer consents in writing to
such release or assignment or the Credit Facility is then released pursuant to Section 4.2J. The
Tender Agent shall give notice of the mandatory tender of Bonds prior to the date of any release
or assignment pursuant to Clause B(2) or B(4) of this Section 4.1 in accordance with
Section 2.5B.
C. Acceptance of Liquidity Facility. The initial Liquidity Facility and each alternate
Liquidity Facility accepted by the Tender Agent in substitution for the Liquidity Facility then in
effect, and each extension or amendment of the Liquidity Facility then in effect,
(1) Stated Amount: shall provide for draws or claims sufficient to pay a
Purchase Price up to the principal of the Bonds or portions thereof in a Daily Mode,
Weekly Mode, Commercial Paper Mode, SIFMA Index Mode, or Term Mode plus
interest on each such Bond, at the maximum per annum rate of interest which may be
borne by such Bonds or portions during any Interest Mode to be in effect therefor
(assuming no subsequent ordinance designating a different Interest Mode) during the
term of such Liquidity Facility, for up to at least (i) 35 days in respect of all such Bonds
or portions thereof then in a Daily Mode or Weekly Mode plus (ii) the greatest number of
days between Interest Payment Dates therefor in respect of all such Bonds or portions
then in a Commercial Paper Mode and a SIFMA Index Mode plus (iii) 180 days in
respect of all such Bonds in a Term Mode;
(2) Term: shall have a term which, if the resulting release of the Liquidity
Facility then in effect shall occur while any Bonds (or portions thereof) are in a
Commercial Paper Mode, SIFMA Index Mode, or Term Mode, is not less than the shorter
of the remaining term of the Liquidity Facility then in effect or the remaining term of the
Interest Period for such Bonds (or portions thereof) then in effect,
(3) Form: may be a bond purchase agreement, letter of credit, line of credit,
policy of insurance, surety bond, acceptance, or guarantee or otherwise be in structure
and form different from the Liquidity Facility then in effect; and
(4) Approval: shall be consented to (as to both form and the identity of the
provider) in writing by the Credit Enhancer, if any.
The Tender Agent shall accept an alternate Liquidity Facility in substitution for the
Liquidity Facility then in effect which is to be released in accordance with Subsection B of this
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Section 4.1 or an extension or amendment thereof, at the direction of the City given by ordinance
of the City Council delivered to the Tender Agent, but (in the case of an alternate Liquidity
Facility or an amendment, not comprising a mere extension, that affects the payment obligations
of the Liquidity Bank) only upon receipt by the Tender Agent and by the Credit Enhancer (if
any) of an Opinion of Counsel stating that (1) such Liquidity Facility or amendment was issued
in accordance with the conditions of this Section 4.1, (2) such Liquidity Facility constitutes a
legal, valid, and binding obligation of the obligor thereon and is enforceable in accordance with
its terms (except to the extent that the enforceability thereof may be limited by principles of
sovereign immunity and by bankruptcy, insolvency, reorganization, moratorium, or other laws
for the relief of debtors other than the City and by general principles of equity which permit the
exercise of judicial discretion), and (3) the substitution of such alternate Liquidity Facility for the
Liquidity Facility then in effect or the acceptance of such amendment, as the case may be, will
not adversely affect any exclusion of the interest on any Bond from the gross income, as defined
in section 61 of the Code, of the owner thereof for federal income tax purposes. The Tender
Agent shall not be required to accept or cause to be accepted any such alternate Liquidity Facility
or amendment which materially adversely affects the rights, duties, and immunities of the Tender
Agent or its agents hereunder.
The Tender Agent shall give prompt notice of each extension of the Liquidity Facility,
stating the new expiration date, to each Holder of Bonds.
D. No Liquidity Facility in Initial Interest Period. The Bonds are sold and
delivered into the initial Interest Period during which the Bonds bear interest at a Term Rate and
there has been acquired no, and there is not at such time in force and effect any, Liquidity
Facility. As a result, the provisions of this Section 4.1 shall become effective only upon delivery
to and acceptance by the Tender Agent pursuant to Subsection C of this Section 4.1 of a
Liquidity Facility therein described and until such delivery and acceptance neither this
Section 4.1 nor any reference to Liquidity Facility or Liquidity Bank in this Ordinance shall have
or be given any effect.
SECTION 4.2. Credit Enhancement.
A. Application of Section. The provisions of this Section 4.2 shall become effective
only upon delivery to and acceptance by the Paying Agent/Registrar pursuant to Subsection K of
this Section 4.2 of a Credit Facility therein described and until such delivery and acceptance
neither this Section 4.2 nor any reference to Credit Facility or Credit Enhancer in this Ordinance
shall have or be given any effect. There is initially no Credit Facility.
B. Draws or Claims Under Credit Facilities. After the Paying Agent/Registrar
accepts any Credit Facility pursuant to Subsection K of this Section 4.2, the Paying
Agent/Registrar shall present all notices, drafts, demands, claims, and other documents required
by such Credit Facility (in the manner and to the extent therein permitted and by the time
required thereby) to draw or claim funds thereunder in an amount sufficient, and by the time
required (to the extent therein permitted), to pay the principal of (and premium, if any) and
interest on (but not the Purchase Price of) the Bonds to become due at the Maturity thereof
(whether by reason of the Stated Maturity thereof or call for redemption), and the interest thereon
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to become due on each Interest Payment Date therefor, but in every case only in respect of Bonds
that are not Bank Bonds (unless the Credit Facility is in the form of a municipal bond or financial
guaranty insurance policy) and, to the actual knowledge of the Paying Agent/Registrar, are not
owned by an Ineligible Owner. The Paying Agent/Registrar shall deposit all receipts from such
draws and claims in a separate account held by it for the sole benefit of the Bondholders and
shall apply such receipts to pay principal of, premium, if any, and interest on the Bonds for
which such claim or draw was made.
C. Amendments. The City shall not amend or repeal this Ordinance unless the
Credit Enhancer consents to such action in writing or such supplement is not detrimental to the
interests of the Holders or the Credit Enhancer.
D. Third Party Beneficiary. The Credit Enhancer shall be a beneficiary of all
agreements contained herein and may enforce such agreements to the same extent as if it were
the Holder of all Outstanding Bonds.
E. Notices.
(1) General. Any notice that is required to be given by the City or the Paying
Agent/Registrar to a Holder of a Bond pursuant to this Ordinance also shall be given to
the Credit Enhancer by such person.
(2) Amendments. If the City enacts any amendment to this Ordinance or any
other document executed in connection with the issuance of the Bonds, the City shall
send a copy of such amendment to (1) Moody's Investors Service, Inc., 7 World Trade
Center, 250 Greenwich Street, New York, New York 10007, Attention: Public Finance
Group—Texas Local Ratings; (2) Standard & Poor's, 55 Water Street, 38th Floor,
New York, New York 10004, Attention: Municipal Structured Finance, e-mail
pubfin_structured@standardandpoors.com; and (3) Fitch Ratings, One State Street Plaza,
New York, New York, 10004, Attention: Municipal Structured Finance, or at such other
address as may have been provided to the City by such person, if the Credit Facility is in
the form of a policy of municipal bond insurance.
F. Defeasance. The City shall not enter into or authorize any agreement for the
future reinvestment of amounts deposited, or invested in obligations deposited, pursuant to
Section 4.4, unless the Credit Enhancer shall have consented to such agreement in writing, if the
Credit Facility is in the form of a policy of municipal bond insurance.
G. Consents. Whenever in this Ordinance it is provided that certain acts or
agreements may be taken, made, or waived with the consent of the Holder of the Bonds or any
portion thereof, no such act or agreement may be taken, made, or waived unless the Credit
Enhancer has consented thereto in writing.
H. Control by Credit Enhancer. Anything in this Ordinance to the contrary
notwithstanding, any request, demand, authorization, direction, notice, consent, waiver, or other
action provided in this Ordinance to be given or taken by the Holders of Bonds to direct, consent
to, or waive the exercise by the City of any right hereunder (except in respect of an amendment
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described in Clause (1), (2), or (3) of Section 7.1) shall be given or taken by, and only by, a
written instrument signed by the Credit Enhancer.
I. References to Credit Enhancer. The provisions of Subsections C, E, F, G and H
of this Section shall be and remain effective only so long as no Credit Enhancer Default shall
have occurred and be continuing.
J. Release of Credit Facilities. The Paying Agent/Registrar shall release and return
a Credit Facility to the Credit Enhancer obligated thereon:
(1) Defeasance: when there are no Outstanding Bonds, provided that such
Credit Facility provides for its release and return upon defeasance by its terms; or
(2) Expiration or Termination: when such Credit Facility has expired or
been terminated in accordance with its terms; or
(3) Successor Paying Agent/Registrar: when a successor Paying
Agent/Registrar has been appointed and qualified pursuant to this Ordinance and a new
Credit Facility has been issued to such successor with at least the maximum aggregate
credit available under the Credit Facility to be released and otherwise identical to such
Credit Facility; or
(4) Reduction of Amount: in the case of a Credit Facility other than a
municipal bond or financial guaranty insurance policy, when the maximum aggregate
credit available under such Credit Facility is reduced pursuant to the terms thereof and
the Credit Enhancer obligated thereon has issued a new Credit Facility to the Paying
Agent/Registrar in the stated amount of the maximum aggregate credit available under
such Credit Facility as so reduced and otherwise identical to the Credit Facility to be
released; or
(5) Replacement: at the close of business on a day when (i) there is in effect
an alternate Credit Facility issued to and accepted by the Paying Agent/Registrar at the
direction of the City in accordance with Subsection K of this Section and (ii) the Purchase
Price of all Bonds tendered or deemed tendered in respect of such release pursuant to
Section 2.5A(3)(d) has been paid or duly provided for other than with funds advanced by
the City; provided that, if any portion of the Bonds is then in Commercial Paper Mode,
Term Mode, SIFMA Index Mode, or Fixed Mode, such day is also the first Business Day
of an Interest Period for each such Bond or portion;
and not otherwise; provided, however, that no Credit Facility shall be released pursuant to
Clause J(5) of this Section 4.2 or otherwise canceled, terminated, amended, or modified unless
the Liquidity Facility shall also be released pursuant to Section 4.1B(4) or (5) or the Liquidity
Bank shall consent in writing. The Paying Agent/Registrar shall give notice, pursuant to
Section 2.5B, of the mandatory tender of Bonds prior to the date of any release pursuant to
Clause J(2) or J(5) of this Section 4.2.
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K. Acceptance of Credit Facility. The initial Credit Facility and each alternate
Credit Facility accepted by the Paying Agent/Registrar in substitution for a Credit Facility then
in effect and each extension or amendment of any Credit Facility then in effect,
(1) Stated Amount: shall provide for draws or claims sufficient to pay the
principal of the Bonds then Outstanding plus interest on each such Bond, at the maximum
per annum rate of interest which may be borne by such Bond during any Interest Mode to
be in effect therefor (assuming no subsequent ordinance designating a different Interest
Mode and excluding Bank Differential, except as otherwise agreed with the Liquidity
Bank) during the term of such Credit Facility, for up to at least the sum of (a) the greatest
number of days during which interest can accrue and remain unpaid as of any Interest
Payment Date in any such Interest Mode without default, (b) the greatest number of days
which may transpire after a draw or claim under the alternate Credit Facility to pay
interest on Bonds prior to the reinstatement of such amount, and (c) (if terminable prior to
the Stated Maturity of the Bonds) 5 days,
(2) Term: if the resulting release of the Credit Facility then in effect required
by Subsection J of this Section shall occur while any Bonds (or portions thereof) are in a
Commercial Paper Mode, SIFMA Index, Mode, or Term Mode, the Bonds shall have a
term which is not less than the shorter of the remaining term of such Credit Facility or the
remaining term of the Interest Period for such Bonds or portions then in effect,
(3) Form: may be a letter of credit, policy of insurance, surety bond,
acceptance, or guarantee or otherwise be in structure and form different from the Credit
Facility then in effect, and
(4) Approval: shall be consented to in writing by the Liquidity Bank if a
Liquidity Facility is then in effect and is not then to be released.
The Paying Agent/Registrar shall accept a Credit Facility, or an extension or amendment
thereof at the direction of the City given by ordinance of the City Council delivered to the Paying
Agent/Registrar, but (in the case of an alternate Credit Facility or an amendment, not comprising
a mere extension, that affects the payment obligations of the Credit Enhancer) only upon receipt
by the Paying Agent/Registrar and by any Liquidity Bank which is not obligated on such
alternate or amended Credit Facility of an Opinion of Counsel stating that (i) such Credit Facility
or amendment is in accordance with the conditions of this Section 4.2, (ii) such Credit Facility,
as amended, constitutes a legal, valid, and binding obligation of the obligor thereon and is
enforceable in accordance with its terms (except to the extent that the enforceability thereof may
be limited by principles of sovereign immunity and by bankruptcy, insolvency, reorganization,
moratorium, or other laws for the relief of debtors other than the City and by general principles
of equity which permit the exercise of judicial discretion), and (iii) the acceptance of such
alternate Credit Facility or amendment, as the case may be, will not adversely affect any
exclusion of the interest on any Bond from the gross income, as defined in section 61 of the
Code, of the owner thereof for federal income tax purposes. The Paying Agent/Registrar shall
not be required to accept any Credit Facility, extension, or amendment which materially
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adversely affects the rights, duties, or immunities of the Paying Agent/Registrar or its agents
hereunder.
SECTION 4.3. Pledge ofjunior Lien Pledged Revenues.
A. Pledge. The City hereby covenants and agrees that the Junior Lien Pledged
Revenues of the System are hereby irrevocably pledged to the payment and security of the Junior
Lien Obligations, including the establishment and maintenance of the special funds or accounts
created for the payment and security thereof, all as hereinafter provided; and it is hereby resolved
that the Junior Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of
the Junior Lien Pledged Revenues and be valid and binding without any physical delivery thereof
or further act by the City, and the lien created hereby on the Junior Lien Pledged Revenues for
the payment and security of the Junior Lien Obligations, shall be, subject to the subordinate lien
nature of the Junior Lien Pledged Revenues as herein described otherwise, prior in right and
claim as to any other indebtedness, liability, or obligation of the City or the System. The Junior
Lien Obligations are and will be secured by and payable only from the Junior Lien 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. Perfection. Chapter 1208, as amended, Texas Government Code, applies to the
issuance of the Bonds and the pledge of Junior Lien 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 Junior Lien Obligations are Outstanding and unpaid
such that the pledge of the Junior Lien Pledged Revenues granted by the City is to be subject to
the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to
preserve to the registered owners of the Junior Lien Obligations the perfection of the security
interest in this pledge, the City Council 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 this pledge to occur.
SECTION 4.4. Satisfaction of Obligation of City.
If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders,
the principal of, premium, if any, and interest on the Bonds, at the times and in the manner
stipulated in this Ordinance, then the lien on and pledge of Junior Lien Pledged Revenues made
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.
The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within
the meaning and with the effect expressed above in this Section when (i) money sufficient to pay
in full such Bonds or the principal amount(s) thereof at Stated Maturity or 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, or (ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities have, in the case of a net defeasance,
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been certified by an independent accounting firm to mature as to principal and interest in such
amounts and at such times as will insure the availability, without reinvestment, of sufficient
money, together with any money deposited therewith, if any, to pay when due the principal of
and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated
Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable
arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption
date thereof for the Bonds. In the event of a gross defeasance of the Bonds, the City shall deliver
a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third
party concerning the deposit of cash and/or Government Securities to pay, when due, the
principal of, redemption premium (if any), and interest due on any defeased Bonds. The City
covenants that no deposit of money or Government Securities will be made under this Section
and no use made of any such deposit which would cause the Bonds to be treated as arbitrage
bonds within the meaning of section 148 of the Code (as defined in Section 28 hereof).
Any money so deposited with the Paying Agent/Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow
agent, pursuant to this Section which is not required for the payment of the Bonds, or any
principal amount(s) thereof, or interest thereon with respect to which such money has been so
deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any
money held by the Paying Agent/Registrar for the payment of the principal of and interest on the
Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity, or
applicable redemption date, of the Bonds such money was deposited and is held in trust to pay
shall upon the request of the City be remitted to the City against a written receipt therefor,
subject to the unclaimed property laws of the State of Texas.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby
provided that any determination not to redeem defeased Bonds that is made in conjunction with
the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable,
provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves
the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that
right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that
notice of the reservation be included in any redemption notices that it authorizes; and (4) at the
time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased
debt as though it was being defeased at the time of the exercise of the option to redeem the
defeased Bonds, after taking the redemption into account in determining the sufficiency of the
provisions made for the payment of the defeased Bonds.
ARTICLE V
SYSTEM FUNDS AND ACCOUNTS
SECTION 5.1. System Fund.
The City hereby covenants, agrees, and ratifies its prior covenants and agreements that
the Gross Revenues of the System shall be deposited, as collected and received, into a separate
Fund or account (previously created and established and to be maintained with the Depository)
known as the "City of Corpus Christi, Texas Utility System Revenue Fund" (the System Fund)
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and that the Gross Revenues of the System shall be kept separate and apart from all other funds
of the City. All Gross Revenues deposited into the System Fund shall be pledged and
appropriated to the extent required for the following uses and in the order of priority shown:
A. First: To the payment of all necessary and reasonable Operating Expenses or
other expenses required by statute to be a first charge on and claim against the revenues of the
System.
B. Second: To the payment of the amounts required to be deposited into the special
funds and accounts created and established for the payment, security and benefit of the
Previously Issued Priority Bonds and any Additional Priority Bonds hereafter issued by the City.
C. Third: To the payment of the amounts required to be deposited into the special
funds and accounts created and established for the payment, security and benefit of the Junior
Lien Obligations and any Additional Junior Lien Obligations hereafter issued by the City.
D. Fourth: To the payment of the amounts required to be deposited into the special
funds and accounts created and established for the payment, security and benefit of the
Previously Issued Subordinate Lien Obligations and any Additional Subordinate Lien
Obligations hereafter issued by the City.
E. Fifth: To the payment of the amounts that must be deposited in any special funds
and accounts created and established for the payment, security, and benefit of the Previously
Issued Inferior Lien Obligations and any Additional Inferior Lien Obligations hereafter issued by
the City.
Any Net Revenues remaining in the System Fund following such transfers may be used
by the City for payment of other obligations of the System, and for any other lawful purpose;
provided, however, that for so long as any Priority Bonds remain Outstanding, transfers made for
purposes other than for payment of obligations of the System shall be made only at the end of the
Year (if such limitation is imposed, and then, only to the extent imposed in the City ordinances
authorizing the issuance of the Priority Bonds.
SECTION 5.2. Bond Fund; Excess Bond Proceeds.
For purposes of providing funds to pay the principal of and interest on the currently
Outstanding Junior Lien Obligations as the same become due and payable, the City agrees to
maintain, at the Depository, a separate and special Fund or account to be created and known as
the "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Interest and
Sinking Fund" (the Bond Fund). The City covenants that there shall be deposited by an
Authorized Official into the Bond Fund prior to each principal and interest payment date from
the available Net Revenues an amount equal to one hundred per cent (100%) of the amount
required to fully pay the interest on and the principal of the currently Outstanding Junior Lien
Obligations then falling due and payable, such deposits to pay maturing principal and accrued
interest on the currently Outstanding Junior Lien Obligations to be made in substantially equal
monthly installments on or before the 10th day of each month, beginning on or before the 10th
day of the month next following the delivery of the Bonds to the Purchasers, such installments
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being substantially equal whenever Bonds are in a Term Mode, SIFMA Index Mode (with
respect to principal payments coming due (whether by reason of Stated Maturity or mandatory
sinking fund redemption), as interest on Bonds in a SIFMA Index Mode is payable monthly), or
Fixed Mode. As described further in Section 5.4 hereof, if the Junior Lien Pledged Revenues in
any month are insufficient to make the required payments into the Bond Fund, then the amount
of any deficiency in such payment shall be added to the amount otherwise required to be paid
into the Bond Fund in the next month.
The required monthly deposits to the Bond Fund for the payment of principal of and
interest on the currently Outstanding Junior Lien Obligations shall continue to be made as
hereinabove provided until such time as (i) the total amount on deposit in the Bond Fund and
Reserve Fund is equal to the amount required to fully pay and discharge all Outstanding Junior
Lien Obligations (principal and interest) or (ii) the Junior Lien Obligations are no longer
Outstanding.
Any proceeds of the Bonds, and investment income thereon, not expended for authorized
purposes shall be deposited into the Bond Fund and shall be taken into consideration and reduce
the amount of monthly deposits required to be deposited into the Bond Fund from the Net
Revenues of the System.
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 such Fund from the Junior
Lien Pledged Revenues.
SECTION 5.3. Reserve Fund.
To accumulate and maintain a reserve for the payment of the Bonds equal to 100% of the
Average Annual Debt Service Requirements or such lesser amount as restricted by the Code
(calculated by the City Council at the beginning of each Fiscal Year and as of the date of
issuance of the Bonds and each series of Additional Junior Lien Obligations) for the Bonds (the
Required Reserve Amount), the City hereby creates and establishes, and shall maintain at a
Depository a separate and special fund known as the "Corpus Christi, Texas Utility System
Junior Lien Revenue Improvement Bonds Reserve Fund" (the Reserve Fund). Earnings and
income derived from the investment of amounts held for the credit of the Reserve Fund shall be
retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount;
thereafter, such earnings and income shall be deposited to the credit of the System Fund. All
funds deposited into the Reserve Fund shall be used solely for the payment of the principal of
and interest on the Bonds, when and to the extent other funds available for such purposes are
insufficient, and, in addition, may be used to retire the last Stated Maturity or Stated Maturities
of or interest on the Bonds.
The City may acquire a Credit Facility or Facilities issued by a Credit Provider in
amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing
cash into the Reserve Fund; provided, however, that no such Credit Facility may be so
substituted unless the substitution of the Credit Facility will not, in and of itself, cause any
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ratings then assigned to the Bonds by any Rating Agency to be lowered and the resolution
authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount
for the Bonds contains (i) a finding that such substitution is cost effective and (ii) a provision that
the interest due on any repayment obligation of the City by reason of payments made under such
Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City
at the time of the delivery of the Credit Facility. The City reserves the right to use Junior Lien
Pledged Revenues to fund the payment of (1) periodic premiums on the Credit Facility as a part
of the payment of the City's Operating Expenses, and (2) any repayment obligation incurred by
the City (including interest) to the Credit Provider, the payment of which will result in the
reinstatement of such Credit Facility, prior to making payments required to be made to the
Reserve Fund pursuant to the provisions of this Section to restore the balance in such fund the
Required Reserve Amount for the Bonds.
Until the issuance of any Additional Junior Lien Obligations (or as from time to time
recalculated by the City as provided in the first paragraph of this Section), the Required Reserve
Amount is $ (inclusive of the Bonds and the Bonds). Of this
amount, $ , representing the portion of the Required Reserve Amount attributable to
the Bonds, shall be deposited to the Reserve Fund at such time as may be required pursuant to
the provisions of this Section from Revenues, paid from the System Fund at such level of priority
as specified in Section 5.1, by the deposit of monthly installments, made on or before the 10th
day of each month following the month in which such obligation to fund the Reserve Fund
arises, of not less than 1/60th of the amount to be maintained in the Reserve Fund.
As and when Additional Junior Lien Obligations are delivered or incurred, the Required
Reserve Amount shall be increased, if required, to an amount calculated in the manner provided
in the first paragraph of this Section. Any additional amount required to be maintained in the
Reserve Fund shall be so accumulated by the deposit of all or a portion of the necessary amount
from the proceeds of the issue or other lawfully available funds in the Reserve Fund immediately
after the delivery of the then proposed Additional Junior Lien Obligations, or, at the option of the
City, by the deposit of monthly installments, made on or before the business day before the 10th
day of each month following the month of delivery of the then proposed Additional Junior Lien
Obligations, of not less than 1/60th of the additional amount to be maintained in the Reserve
Fund by reason of the issuance of the Additional Junior Lien Obligations then being issued (or
1/60th of the balance of the additional amount not deposited immediately in cash) (such deposits,
the Required Reserve Fund Deposits), thereby ensuring the accumulation in the Reserve Fund of
the appropriate Required Reserve Amount.
When and for so long as the cash and investments in the Reserve Fund equal the
Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if
and when the Reserve Fund at any time contains less than the Required Reserve Amount (other
than as the result of the issuance of Additional Junior Lien Obligations as provided in the
preceding paragraph), the City covenants and agrees to cure the deficiency in the Required
Reserve Amount by resuming the Required Reserve Fund Deposits to the Reserve Fund from the
Junior Lien Pledged Revenues in monthly deposit amounts equal to not less than 1/60th of the
Required Reserve Amount covenanted by the City to be maintained in the Reserve Fund. Any
such deficiency payments shall be made on or before the 10th day of each month until the
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Required Reserve Amount has been fully restored. The City further covenants and agrees that,
subject only to the prior payments to be made to the Bond Fund, the Junior Lien Pledged
Revenues shall be applied and appropriated and used to establish and maintain the Required
Reserve Amount and to cure any deficiency in such amounts as required by the terms of this
Ordinance, any City ordinance authorizing the issuance of the Priority Bonds, and any other
ordinance pertaining to the issuance of Additional Junior Lien Obligations.
During such time as the Reserve Fund contains the Required Reserve Amount, the City
Council may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the
Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or
used by the City for any other lawful purpose; provided, however, to the extent that such excess
amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be
otherwise used in accordance with then -applicable State law.
In the event a Credit Facility issued to satisfy all or a part of the City's obligation with
respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the
Required Reserve Amount for the Bonds, the City may transfer such excess amount to any fund
or funds established for the payment of or security for the Bonds (including any escrow
established for the final payment of any such obligations pursuant to the provisions of Chapter
1207), or be used for any lawful purposes; provided, however, to the extent that such excess
amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be
otherwise used in accordance with then -applicable State law.
Notwithstanding anything to the contrary contained in this Section, the requirements set
forth above to fund the Reserve Fund in the amount of the Required Reserve Amount shall be
suspended for such time as the Junior Lien Pledged Revenues for each Fiscal Year are equal to at
least 110% of the Average Annual Debt Service Requirements. In the event that the Junior Lien
Pledged Revenues for any two consecutive Fiscal Years are less than 110% (unless such
percentage is below 100% in any Fiscal Year, in which case the hereinafter—specified
requirements will commence after such Fiscal Year) of the Average Annual Debt Service
Requirements, the City will be required to commence making the deposits to the Reserve Fund,
as provided above, and to continue making such deposits until the earlier of (i) such time as the
Reserve Fund contains the Required Reserve Amount or (ii) the Junior Lien Pledged Revenues
for a Fiscal Year have been equal to not less than 110% of the Average Annual Debt Service
Requirements.
SECTION 5.4. Deficiencies; Excess Net Revenues.
A. If on any occasion there shall not be sufficient Junior Lien Pledged Revenues to
make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as
possible from the next available unallocated Junior Lien Pledged Revenues, or from any other
sources available for such purpose, and such payments shall be in addition to the amounts
required to be paid into these Funds or accounts during such month or months.
B. Subject to making the required deposits to the Bond Fund when and as required
by any ordinance or resolution authorizing the issuance of the currently Outstanding Priority
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Bonds, the Junior Lien Obligations, the Subordinate Lien Obligations, and the Inferior Lien
Obligations, the excess Net Revenues of the System may be used by the City for any lawful
purpose (as further provided in Section 5.1 hereof).
SECTION 5.5. Payment of Bonds.
While any of the Bonds are Outstanding, the Authorized Officials shall cause to be
transferred to the Paying Agent/Registrar therefor, from funds on deposit in the Bond Fund,
amounts sufficient to fully pay and discharge promptly each installment of interest on and
principal of the Bonds as such installment accrues or matures; such transfer of funds must be
made in such manner as will cause immediately available funds to be deposited with the Paying
Agent/Registrar for the Bonds at the close of the business day next preceding the date a debt
service payment is due on the Bonds.
SECTION 5.6. Investments.
Funds held in any Fund or account created, established, or maintained pursuant to this
Ordinance shall, 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, or any
other law, and secured (to the extent not insured by the Federal Deposit Insurance Corporation)
by obligations of the type hereinafter described, 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 any Fund or account will be available at the proper time
or times. Such investments (except State and Local Government Series investments held in book
entry form, which shall at all times be valued at cost) shall be valued in terms of current market
value within 45 days of the close of each Fiscal Year. All interest and income derived from
deposits and investments in the Bond Fund immediately shall be credited to, and any losses
debited to, the Bond Fund. All such investments shall be sold promptly when necessary to
prevent any default in connection with the Bonds.
ARTICLE VI
COVENANTS
SECTION 6.1. Application of the Covenants and Agreements of the Priority Bonds.
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
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and operations of the System, and the administering 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 City ordinances authorizing the issuance of the
Priority Bonds now or hereafter Outstanding, and to the extent of any irreconcilable conflict
between the provisions contained herein and in the City ordinances authorizing the issuance of
the Priority Bonds now or hereafter Outstanding, the provisions, agreements and covenants
contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance,
especially the priority of rights and benefits conferred thereby to the holders of the Priority
Bonds now or hereafter Outstanding. It is expressly recognized that prior to the issuance of any
Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, or Additional
Inferior Lien Obligations, that the City must comply with each of the conditions precedent
contained in this Ordinance and the City ordinances authorizing the issuance of the then -
Outstanding Priority Bonds, as appropriate.
SECTION 6.2. Issuance of Additional Priority Bonds, Additional Junior Lien Obligations,
Additional Subordinate Lien Obligations, and Additional Inferior 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, or otherwise:
A. Additional Priority Bonds payable from and equally and ratably secured by a first
and prior lien on and pledge of the Net Revenues of the System upon satisfying each of the
conditions precedent contained in the City ordinances authorizing the Previously Issued Priority
Bonds concerning the issuance of Additional Priority Bonds for refunding purposes.
B. Additional Junior Lien Obligations, secured by and payable from the Junior Lien
Pledged Revenues, which includes (primarily) a lien on and pledge of Net Revenues that is
junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority
Bonds but senior and superior to the lien there on and pledge thereof securing the repayment of
the Subordinate Lien Obligations and the Inferior Lien Obligations, upon satisfying each of the
following conditions precedent:
(1) 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 Net 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 Net 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 Junior Lien
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Obligations, but such certificate shall not be dated prior to the date an ordinance is passed
authorizing the issuance of such Additional Junior Lien Obligations.
(2) Conditions Precedent for Issuance of Additional Junior Lien Obligations -
Capital Improvements and for any other Lawful Purpose except for Capital Additions or
for Refunding. The City covenants and agrees that Additional Junior Lien Obligations
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 (3) this Section and Section 6.5 hereof,
respectively) unless and until the conditions precedent in Subsection (1) above have been
satisfied and, in addition thereto, the City has secured a certification of the City Manager
to the effect that, according to the books and records of the City, the Net Earnings (as
hereinafter defined) for the preceding Fiscal Year or for 12 consecutive months out of the
15 months immediately preceding the month the ordinance authorizing the Additional
Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual
Debt Service Requirements for all then -Outstanding Priority Bonds and Junior Lien
Obligations after giving effect to the Additional Junior Lien Obligations then proposed.
The foregoing notwithstanding, the City covenants and agrees that Additional Junior Lien
Obligations may not be issued for the purpose of financing Capital Improvements when
other Outstanding Junior Lien Obligations which have been issued for the purpose of
financing Capital Additions and for which capitalized interest for such other Junior Lien
Obligations has been provided for at least the twelve months subsequent to the date of
issuance of the Additional Junior Lien Obligations then proposed to be issued, unless the
conditions precedent in Subsection (1) 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 (2) as set forth above
cannot be satisfied, the City has satisfied the conditions precedent in Subsection (3)(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 certification of
the City Manager to the effect that, according to the books and records of the City, the
Net Earnings for the preceding Fiscal Year or for 12 consecutive months out of the 15
months immediately preceding the month the ordinance authorizing the Additional Junior
Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt
Service Requirements for all then -Outstanding Priority Bonds and Junior Lien
Obligations (other than any Priority Bonds or Junior Lien Obligations 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 Junior Lien Obligations proposed to
be issued) after giving effect to the Additional Junior Lien Obligations then proposed to
be issued.
(3) Conditions Precedent for Issuance of Additional Junior Lien Obligations -
Capital Additions: Initial Issue. The City covenants and agrees that Additional Junior
Lien Obligations will not be issued for the purpose of financing Capital Additions, unless
the same conditions precedent specified in Subsection (1) above have been satisfied and,
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in addition thereto, either the relevant conditions precedent specified in Subsection (1)
above are satisfied or, in the alternative, the City shall have obtained: (i) from an
Engineer 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 Fiscal 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 an
Engineer to the effect that, based on an engineering report prepared thereby for each
Capital Addition, the projected Net Earnings for each of the five Fiscal Years subsequent
to the date the Capital Addition becomes commercially operative (as estimated in the
engineering report) will be equal to at least 1.15 times the Average Annual Debt Service
Requirements for the currently Outstanding Junior Lien Obligations or incurred and all
Additional Junior Lien Obligations 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 Fiscal Year subsequent to the date the Capital Addition
is estimated to become commercially operative.
(4) Completion Issues. Once a Capital Addition has been initiated by meeting
the conditions precedent specified in Subsection (3)(i) and (ii) above and the initial Junior
Lien Obligations issued therefor are delivered, the City reserves the right to issue
Additional Junior Lien Obligations 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 (3)0) and (ii) or Subsection (1) 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 Net Revenues of the System to be Outstanding
after the issuance of the Additional Junior Lien Obligations then being issued for the
period (the Forecast Period) of each ensuing Fiscal Year through the fifth Fiscal Year
subsequent to the latest estimated date such Capital Addition is expected to be
commercially operative; and (ii) an Engineer 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 Net Revenues of the System will be adequate to
pay all the obligations, payable from the Junior Lien Pledged Revenues of the System to
be Outstanding after the issuance of the Additional Junior Lien Obligations then being
issued for the Forecast Period and (B) the proceeds from the sale of such Additional
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Junior Lien Obligations are estimated to be sufficient to complete such acquisition and
construction.
(5) Computations; Reports. With reference to Junior Lien Obligations
anticipated and estimated to be issued or incurred, the Average Annual Debt Service
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 any series of
Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which
payment shall be treated as an offset to regularly scheduled debt service of the series of
Junior Lien Obligations to which it relates. In the preparation of the engineering report
required in Subsection (3)(i) above, an Engineer 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 Junior Lien Obligations for Capital Additions, the
certification of the City Manager and an Engineer, 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.
(6) Combination Issues. Junior Lien Obligations for Capital Additions may be
combined in a single issue with Junior Lien Obligations for Capital Improvements or for
any lawful purpose provided the conditions precedent set forth in Subsection (2) through
(4) are complied with as the same relate to the appropriate purpose.
(7) 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 and those items identified in the SECOND level of priority in Section 5.1
hereof, but not expenditures which, under standard accounting practice, should be
charged to capital expenditures.
(8) Determination of Net Earnings. In making a determination of Net
Earnings for any of the purposes described in this Section, the City Manager 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 City Manager's certification or opinion
based on such change in rates and charges being in effect for the entire period covered by
the City Manager's certificate or opinion.
C. The City may issue Additional Subordinate Lien Obligations secured by a lien on
and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and
pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged
Revenues, respectively, but senior and superior to the lien there on and pledge thereof securing
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the repayment of the Inferior Lien Obligations, on the terms and conditions desired by the City,
subject only to the limitations imposed by applicable law and upon satisfying each of the
conditions precedent contained in the ordinances authorizing the issuance of the currently -
Outstanding Priority Bonds, this Ordinance, and the Previously Issued Subordinate Lien
Obligations.
D. The City may issue Additional Inferior Lien Obligations secured by a lien on and
pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge
thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues,
respectively, on the terms and conditions desired by the City, subject only to the limitations
imposed by applicable law and upon satisfying each of the conditions precedent contained in the
ordinances authorizing the issuance of the currently -Outstanding Priority Bonds, this Ordinance,
and, to the extent applicable, the Federal Contract.
SECTION 6.3. Refunding Bonds.
The City reserves the right to issue refunding bonds to refund all or any part of the
currently Outstanding Debt, pursuant to any applicable law then available, upon such terms and
conditions as the City Council may deem to be in the best interest of the City, and if less than all
such currently Outstanding Debt are refunded, the conditions precedent prescribed for the
issuance of Additional Junior Lien Obligations set forth in Section 6.2 of this Ordinance shall be
satisfied and the City Managers' certification required in Section 6.2 shall give effect to the Debt
Service Requirements of the proposed refunding bonds (but shall not give effect to the Debt
Service Requirements of the obligations being refunded following their cancellation or provision
being made for their payment).
SECTION 6.4. Rates and Charges.
For the benefit of the Holders of the Bonds and in addition to all provisions and
covenants in the laws of the State of Texas and in this Ordinance, the City hereby expressly
stipulates and agrees, while any of the Junior Lien Obligations are Outstanding, to establish and
maintain rates and charges for facilities and services afforded by the System that are reasonably
expected, on the basis of available information and experience and with due allowance for
contingencies, to produce Gross Revenues in each Fiscal Year sufficient:
A. To pay all Operating Expenses, or any expenses required by statute to be a first
claim on and charge against the Gross Revenues of the System.
B. To produce Net Revenues, together with any other lawfully available funds,
sufficient to satisfy the rate covenant contained in the ordinances authorizing the issuance of the
Priority Bonds and to pay the principal of and interest on the Priority Bonds and the amounts
required to be deposited in any reserve or contingency fund or account created for the payment
and security of the Priority Bonds, and any other obligations or evidences of indebtedness issued
or incurred that are payable from and secured solely by a prior and first lien on an pledge of the
Net Revenues of the System;
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C. To produce Net Revenues, together with any other lawfully available funds, equal
to at least 1.15 times Average Annual Debt Service Requirements on the then -Outstanding Junior
Lien Obligations and to deposit the amounts required to be deposited in any reserve or
contingency fund or account created for the payment and security of the Junior Lien Obligations,
and any other obligations or evidences of indebtedness issued or incurred that are payable from
and secured solely by a lien on and pledge of the Net Revenues, including the Junior Lien
Pledged Revenues, that is junior and inferior to the lien thereon and pledge thereof securing the
repayment of the Priority Bonds but senior and superior to the lien thereon and pledge thereof
securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations;
D. To produce Net Revenues, together with any other lawfully available funds,
sufficient to pay the amounts that may be deposited in the special funds established for the
payment of the Subordinate Lien Obligations;
E. To produce Net Revenues, together with any other lawfully available funds,
sufficient to pay the principal of and interest on the Inferior Lien Obligations as the same become
due and payable and to deposit the amounts required to be deposited in any reserve or
contingency fund or account created for the payment and security of the Inferior Lien
Obligations, and any other obligations or evidences of indebtedness issued or incurred that are
payable from and secured solely by a lien on and pledge of the Net Revenues that is subordinate
and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds
and the Junior Lien Obligations; and
F. To pay, together with any other lawfully available funds, any other legally
incurred Debt payable from the Net Revenues of the System and/or secured by a lien on any part
of the System.
The determination of the amount of principal of and interest on any obligations identified
in this Section for the purpose of confirming the sufficiency of System rates and charges shall be
made after giving consideration as an offset to debt service the receipt or anticipated receipt of a
refundable tax credit or similar payment relating to any series of obligations irrevocably
designated as refundable tax credit bonds pursuant to the City ordinance authorizing their
issuance or otherwise relating thereto.
SECTION 6.5. Security of Funds.
All money on deposit in the funds or accounts 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 or accounts shall be used only for the
purposes permitted by this Ordinance.
SECTION 6.6. General Covenants.
The City further covenants and agrees that in accordance with and to the extent required
or permitted by law:
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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 Junior Lien Obligations; it will promptly pay or cause to be paid the
principal amount of and interest on all Debt, on the dates and in the places and manner
prescribed in such ordinances and such Debt; 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 Debt 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 Debt, 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. 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 Junior Lien Obligations, against the claims and
demands of all persons whomsoever, that it is lawfully qualified to pledge the Junior Lien
Pledged Revenues to the payment of the Junior Lien Obligations 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 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 lien or charge which might or
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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 Junior Lien 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 Net Revenues of the
System in any manner, except as permitted in the City Ordinances authorizing the Previously
Issued Priority Bonds and in this Ordinance (which provisions are also included in other City
ordinances authorizing other series of Junior Lien Obligations).
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 $250,000 or less, or it shall have received a certificate
executed by an Engineer and the City Manager stating, in their opinion, that the fair
market value of the property or facilities exchanged is $250,000 or less, or (C) if such
proceeds or fair market value exceeds $250,000 it shall have received a certificate
executed by an Engineer 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 Fiscal 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 Debt, or
(ii) otherwise be used to provide for the payment of Debt. 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 Debt, or with the proceeds of obligations which were
refunded in whole or in part with the proceeds of Debt, 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
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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 Debt 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 $500,000, the City shall have
received a certificate executed by an Engineer 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 Fiscal 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. Audits. After the close of each Fiscal Year while any Debt is Outstanding, an
audit will be made of the books and accounts relating to the System and the Net Revenues by the
Accountant. Such annual audit reports shall be open to the inspection of the registered owners of
Debt and their agents and representatives at all reasonable times.
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L. 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.
M. 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.
N. Rights of Inspection. An Engineer or any registered owner of $100,000 in
aggregate principal amount of the Debt 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 an Engineer or such registered owner, as the case may be,
such financial statements, reports and other information relating to the City and the System as an
Engineer or such registered owner may from time to time reasonably request.
SECTION 6.7. Remedies in Event of Default.
In addition to all the rights and remedies provided by the laws of the State of Texas, the
City covenants and agrees particularly that in the event the City (a) defaults in the payments to
be made to the Bond Fund, or (b) defaults in the observance or performance of any other of the
covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Bonds
shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling
and requiring the governing body of the City and other officers of the City to observe and
perform any covenant, condition, or obligation prescribed in this Ordinance
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 remedy herein provided shall be cumulative of
all other existing remedies and the specification of such remedy shall not be deemed to be
exclusive.
For the avoidance of doubt, no default with respect to any obligation that is secured by
and payable from a lien on and pledge of Net Revenues that is junior and subordinate to the lien
thereon and pledge thereof securing the Priority Bonds shall ever be deemed to be a default with
respect to the Priority Bonds.
SECTION 6.8. Covenants to Maintain Tax -Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings:
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Closing Date means the date of physical delivery of the Initial Bond in exchange
for the agreed-upon purchase price for the Bonds.
Code means the Internal Revenue Code of 1986, as amended by all legislation, if
any, applicable to the Bonds.
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, being the combined yield of the Bonds and the
Bonds, treated as a single issue, calculated in the manner set forth in Section 1.148-4 of
the Regulations.
B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on
any Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Bond, the City shall comply
with each of the specific covenants in this Section.
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C. No Private Use or Private Payments; Use to Serve Qualified Areas. Except as
would 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) No Private Use: 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 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;
(2) No Private Payment: 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; and
(3) No Service Outside Historic Service Area: if Gross Proceeds are used to
acquire any interest in property that was used by a person other than a governmental unit
in connection with an electric or gas generation, transmission, distribution, or related
facility, then 95% or more of the output of such facility will be consumed in qualified
service areas or qualified annexed areas (as defined in section 141(d)(3)(B) of the Code)
of the City as of the date of acquisition.
D. No Private Loan. Except as would not cause the Bonds to become "private
activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings
thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any
person or entity other than a state or local government. For purposes of the foregoing covenant,
such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired,
constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a
transaction which creates a debt for federal income tax purposes; (2) capacity in or service from
such property is committed to such person or entity under a take -or -pay, output or similar
contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such
Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are
otherwise transferred in a transaction which is the economic equivalent of a loan.
E. Not to Invest at Higher Yield. Except as would 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.
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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) Accounting. The City shall account for all Gross Proceeds (including all
receipts, expenditures and investments thereof) on its books of account separately and
apart from all other funds (and receipts, expenditures and investments thereof) and shall
retain all records of accounting for at least six years after the day on which the last
Outstanding Bond is discharged. However, to the extent permitted by law, the City may
commingle Gross Proceeds of the Bonds with other money of the City, provided that the
City separately accounts for each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
(2) Calculation of Rebate. 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 calculations with its official transcript of proceedings relating to the
issuance of the Bonds until six years after the final Computation Date.
(3) Payment of Rebate. As additional consideration for the purchase of the
Bonds by the Purchasers and the loan of the money represented thereby and in order to
induce such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the owners thereof for federal income tax purposes, the
City shall pay to the United States out of the Bond Fund or its general fund, as permitted
by applicable Texas statute, regulation or opinion of the Attorney General of the State of
Texas, the amount that when added to the future value of previous rebate payments made
for the Bonds equals (i) in the case of a Final Computation Date as defined in
Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate
Amount on such date; and (ii) in the case of any other Computation Date, ninety percent
(90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be
made at the times, in the installments, to the place and in the manner as is or may be
required by section 148(f) of the Code and the Regulations and rulings thereunder, and
shall be accompanied by Form 8038-T or such other forms and information as is or may
be required by Section 148(f) of the Code and the Regulations and rulings thereunder.
(4) Reasonable Diligence. 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
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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) Expenditure Expectation. The City reasonably expects to spend at least
85% of the spendable proceeds of the Bonds within three years after such Bonds are
issued.
(2) Investment Expectation. 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 Certificate as to Tax Exemption.
L. Accounting for Expenditures of Proceeds. The City shall account for the
allocation of proceeds of the Bonds (and investment income thereon) to expenditures not later
than 18 months after the later of the date the expenditure is paid or the date the project, if any, is
placed in service, but, in any event, by the date 60 days after earlier of the fifth anniversary of the
date of issue of the Bonds or the date of retirement of all the Bonds.
M. Elections. The City hereby directs and authorizes each
N. , or any combination of them, to make elections permitted or required pursuant to
the provisions of the Code or the Regulations, as they deem necessary or appropriate in
connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate
certificate, form or document.
SECTION 6.9. Continuing Disclosure Undertaking.
Definitions.
A. Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
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EMMA means the MSRB's Electronic Municipal Market Access system, accessible by
the general public, without charge, on the interne through the uniform resource locator (URL)
http ://www.emma.msrb.org.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
B. Annual Reports. The City shall file annually with the MSRB, (1) within six
months after the end of each fiscal year of the City ending in or after 2015, financial information
and operating data with respect to the System of the general type included in the final Official
Statement authorized by Section 2.12 of this Ordinance, being the information described in
Exhibit C hereto, and (2) if not provided as part such financial information and operating data,
audited financial statements of the City, when and if available. Any financial statements 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 financial statements and the audit is completed within the period during which they must
be provided. If the audit of such financial statements is not complete within such period, then
the City shall file unaudited financial statements within such period and audited financial
statements for the applicable fiscal year to the MSRB, when and if the audit report on such
statements becomes available.
If the City changes its fiscal year, it will file notice thereof with the MSRB of the change
(and of the date of the new fiscal year end) prior to the next date by which the City otherwise
would be required to provide financial information and operating data pursuant to this Section
C. Notice of Certain Events. The City shall file notice of any of the following
events with respect to the Bonds, to the MSRB in a timely manner and not more than 10 business
days after occurrence of the event:
(1)
(2)
(3)
difficulties;
(4)
difficulties;
(5)
(6)
proposed or
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Principal and interest payment delinquencies;
Non-payment related defaults, if material;
Unscheduled draws on debt service reserves reflecting financial
Unscheduled draws on credit enhancements reflecting financial
Substitution of credit or liquidity providers, or their failure to perform;
Adverse tax opinions, the issuance by the Internal Revenue Service of
final determinations of taxability, Notices of Proposed Issue (IRS Form
-95-
5701-TEB), or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
(7) Modifications to rights of Holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds,
if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material; and
(14) Appointment of a successor or additional Paying Agent/Registrar or the
change of name of a Paying Agent/Registrar, if material.
For these purposes, any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall file notice with the MSRB, in a timely manner, of any failure by the City
to provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations, Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person" with respect to the Bonds within the meaning of the
Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be
no longer Outstanding.
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The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
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.
E. The provisions of this Section may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law,
or a change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal
amount (or any greater amount required by any other provision of this Ordinance that authorizes
such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the Holders and beneficial owners of the
Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or
repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, and the City also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a)
such provisions as so amended and (b) any amendments or interpretations of the Rule. If the
City so amends the provisions of this Section, the City shall include with any amended financial
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information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
F. Information Format — Incorporation by Reference. The City information
required under this Section shall be filed with the MSRB through EMMA in such format and
accompanied by such identifying information as may be specified from time to time thereby.
Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA
must be in word -searchable portable document format (PDF) files that permit the document to be
saved, viewed, printed, and retransmitted by electronic means and the series of obligations to
which such continuing disclosure documents relate must be identified by CUSIP number or
numbers.
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.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1. Ordinance a Contract; Amendments.
The City acknowledges that the covenants and obligations of the City herein contained
are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a
contract with the Holders from time to time, binding on the City and its successors and assigns,
and it shall not be amended or repealed by the City so long as any Bond remains Outstanding
except as permitted in this Section. The City may, without the consent of or notice to any
Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental
to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal
defect or omission herein. In addition, the City may, with the written consent of Holders holding
a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend,
add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of
all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend
the time or times of payment of the principal of and interest on the Bonds, reduce the principal
amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way
modify the terms of payment of the principal of or interest on the Bonds, (2) give any preference
to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds
required for consent to any such amendment, addition, or rescission.
SECTION 7.2. Opinion.
The Purchasers' obligation to accept delivery of the Bonds is subject to its being
furnished a final opinion of Fulbright & Jaworski LLP, as Bond Counsel, approving certain legal
matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery
and payment for such Bonds. Printing of a true and correct copy of said opinion on each of said
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Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the
City's Secretary, is hereby approved and authorized.
SECTION 7.3. 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 7.4. Notices.
A. General. 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.
B. Notice of Certain Events. The City shall mail, first-class postage prepaid, notice
of any of the following events to each Rating Service, whenever:
(1) Successor Paying Agent/Registrar, Calculation Agent, or Tender Agent:
the Paying Agent/Registrar, Calculation Agent, and/or Tender Agent has resigned or been
removed and a successor Paying Agent/Registrar, Calculation Agent, and/or Tender
Agent has been appointed, such notice to be mailed within 10 Business Days after the
appointment of such successor Paying Agent/Registrar, Calculation Agent, and/or Tender
Agent,
(2) Amendments: an amendment or supplement to this Ordinance or to any
Credit Facility (including any extension of the term of such Credit Facility), or Liquidity
Facility (including any extension of the term of such Liquidity Facility), is to be entered
into, such notice to be mailed at least 10 Business Days prior to the effective date of such
amendment or supplement,
(3) Release or Acceptance of Credit or Liquidity Support: the expiration or
release of the Credit Facility pursuant to Section 4.2J(2) or (5) or of any Liquidity
Facility pursuant to Section 4.1B(2) or (4), or the acceptance of any Credit Facility or
Liquidity Facility pursuant to Section 4.2K or 4.1C, is to occur, such notice to be mailed
at least 10 Business Days prior to such date,
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(4) Redemption: the City elects to redeem all the Outstanding Bonds, such
notice to be mailed within 10 Business Days after such election (and to specify the
redemption date requested thereby),
(5) Change in Interest Mode: the City elects to change the Interest Mode for
the Bonds or any portion thereof, such notice to be mailed at least 10 Business Days prior
to the effective date of the new Interest Mode for such Bonds or portions,
(6) Appointment of a Substitute Remarketing Agent: the City appoints a
substitute Remarketing Agent for the Bonds, such notice to be mailed promptly after the
substitute Remarketing Agent for such Bonds is appointed,
(7) Defeasance: any Bond is considered to be no longer Outstanding due to
the deposit of money or Government Securities in accordance with Section 4.4, such
notice to be mailed promptly after such deposit,
(8) Waivers: the Credit Enhancer has waived any default or compliance with
any obligation of the City hereunder, such notice to be given promptly after such waiver,
or
(9) Mandatory Tenders: the Bonds are required to be tendered for purchase
pursuant to Section 2.5A(3), such notice to be given at least 10 days before the applicable
Purchase Date.
Any such notice given (1) Moody's Investors Service, Inc., 7 World Trade Center,
250 Greenwich Street, New York, New York 10007, Attention: Public Finance Group—Texas
Local Ratings; (2) Standard & Poor's, 55 Water Street, 38th Floor, New York, New York 10004,
Attention: Municipal Finance, and (3) Fitch Ratings, One State Street Plaza, New York, New
York, 10004, Attention: Municipal Finance
C. Notices to Beneficial Owners. The Paying/Agent Registrar shall send to the
beneficial owners of Bonds who have registered their ownership of Bonds with the Paying
Agent/Registrar pursuant to Section 2.7C, at the mailing or email address so registered, a copy of
each notice sent (or required by this Ordinance to be sent) by the Paying Agent/Registrar to the
Bondholders or the Rating Services, contemporaneously with such notice to Bondholders.
SECTION 7.5. Effect of Headings.
The Section headings herein are for convenience only and shall not affect the
construction hereof.
SECTION 7.6. 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
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sole and exclusive benefit of the City, Bond Counsel, Financial Advisors, the Paying
Agent/Registrar, and the Holders.
SECTION 7.7. Inconsistent Provisions.
All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Ordinance after application of Section 6.1 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 7.8. 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 7.9. 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 7.10. 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 Ordinance for all purposes
and are adopted as a part of the judgment and findings of the City Council.
SECTION 7.11. 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 7.12. Authorization of Paying Agent/Registrar Agreement.
The City Council hereby finds and determines that it is in the best interest of the City to
authorize the execution of a Paying Agent/Registrar Agreement concerning the payment,
exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is
attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the
provisions of this Ordinance
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SECTION 7.13. 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 7.14. Further Action.
The officers and employees of the City (including any Authorized Official), singly and
collectively, are hereby authorized to execute such certificates, opinions, or other documents
deemed necessary to carry out the purposes of this Ordinance.
SECTION 7.15. Declaration of Intent to Reimburse for the Prior Expenditure of Certain
Expenses
This Ordinance shall serve as a declaration of intent to establish the City's reasonable,
official intent under Section 1.150-2 of the Regulations and Section 1201.042 to reimburse itself
from certain of the proceeds of the Bonds for any capital expenditures previously incurred (not
more than 60 days prior to the date hereof) or to be incurred with respect to System
improvements paid for from the City's General Fund or other lawfully available funds of the
City.
The City intends to issue one or more series of Bonds hereunder and, within 30 days after
the date of issuance of a series Bonds, allocated the proceeds therefrom to reimburse the City for
prior lawful expenditures with respect to the System improvements for which the Bonds are
issued in a manner to comply with the Regulations. Any such reimbursed expenditures will be a
type properly chargeable to a capital account (or would be so chargeable with a proper election)
under general federal income tax principals. The City intends to otherwise comply, in addition
to those matters addressed within this Ordinance, with all the requirements contained in the
Regulations.
With respect to the proceeds of a series of Bonds allocated to reimburse the City for prior
expenditures, the City shall not employ an abusive device under Section 1.148-10 of the
Regulations, including using within one year of the reimbursement allocation, the funds
corresponding to the proceeds of such series of Bonds in a manner that results in the creation of
"replacement proceeds", as defined in Section 1.148-1 of the Regulations, of the particular series
of Bonds or another issue of tax-exempt obligations.
SECTION 7.16. 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 Agreement, the Paying Agent/Registrar Agreement, and the Purchase Contract. In addition,
prior to the initial delivery of the Bonds, each Authorized Official and Bond Counsel are hereby
82297305.6
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authorized and directed to approve any technical changes or corrections to this Ordinance or to
any of the instruments authorized and approved by this Ordinance necessary in order to (i)
correct any ambiguity or mistake or properly or more completely document the transactions
contemplated and approved by this Ordinance and as described in the Official Statement, (ii)
obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the
Bonds by the Texas Attorney General's office. In case any officer of the City whose signature
shall appear on any certificate shall cease to be such officer before the delivery of such
certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if
such officer had remained in office until such delivery.
SECTION 7.17. 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 7.18. 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 7.19. Automatic Budget Amendments to Reflect Final Debt Service Payments.
To the extent that the City Council has adopted an annual budget that includes payment
of debt service on any Bonds issued (or to be issued) pursuant to this Ordinance based on the
City's reasonable expectations and projections relative to those Bonds, such budget entries shall,
upon the issuance of Bonds, be automatically adjusted to reflect actual debt service payments on
those Bonds coming due during the period of time covered by such budget. Each Authorized
Official, or the designee thereof, is authorized to make such necessary budget entries and/or
adjustments to reflect these final debt service amounts.
SECTION 7.20. Covenant to Not Issue New Money Additional Priority Bonds.
Notwithstanding its ability to do so pursuant to the terms of the City ordinances
authorizing the issuance of the Previously Issued Priority Bonds (the Priority Bonds
Ordinances), the City shall no longer issue "Additional Priority Bonds" (as such term is defined
in the Priority Bonds Ordinances) for new money purposes. This prohibition does not prohibit
the issuance of Additional Priority Bonds for any refunding purposes permitted under Chapter
1207, as amended, Texas Government Code.
82297305.6
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SECTION 7.21. Covenants of Compliance.
The City shall faithfully and punctually perform all duties with reference to the System
required by the Act, all other applicable laws of the State of Texas, and the provisions of this
Ordinance and that the City shall render no free service to any customers or other persons.
SECTION 7.22. 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 7.23. Effective Date.
This Ordinance shall be in force and effect from and after its final passage, and it is so
resolved.
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PASSED AND ADOPTED ON THE 18th DAY OF NOVEMBER, 2014.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
(SEAL)
APPROVED THIS 18th DAY OF NOVEMBER, 2014:
Miles Risley, City Attorney
82297305.6
S-1
THE STATE OF TEXAS
COUNTY OF NUECES
CITY OF CORPUS CHRISTI
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 18th day of
November, 2014, authorizing the issuance of one or more series of the City's Utility System
Variable Rate Junior Lien Revenue Improvement Bonds, as further designated by series, 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 18th DAY OF
NOVEMBER, 2014.
82297305.6
CITY SECRETARY
(CITY SEAL)
S-2
The foregoing ordinance was read for the first time and passed to its second reading on this the
11th day of November, 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
The foregoing ordinance was read for the second time and passed finally on this the 18th day of
November, 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the 18th day of November, 2014.
ATTEST:
Rebecca Huerta Nelda Martinez
City Secretary Mayor
82297305.6
S-3
82297305.6
SCHEDULE I
Approval Certificate
See Tab No.
Schedule -I-1
82297305.6
EXHIBIT A
Paying Agent/Registrar Agreement
See Tab No.
A-1
82297305.6
EXHIBIT B
Tender Agent Agreement
See Tab No.
B-1
82297305.6
EXHIBIT C
Purchase Contract
See Tab No.
C-1
82297305.6
EXHIBIT D
DTC Letter of Representations
See Tab No.
D-1
EXHIBIT E
Description of Annual Financial Information
The following information is referred to in Section 6.9 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, unaudited financial
statements of the City for the most recently concluded Fiscal Year.
2. Tables 1 through 23 contained in the Official Statement; and the Audited Financial
Statement of the City, as set forth in Appendix B to the Official Statement.
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.
82297305.6
E-1
82297305.6
EXHIBIT F
Remarketing Agreement
See Tab No.
F-1
82297305.6
EXHIBIT G
Form of Reimbursement Agreement
G-1
AGENDA MEMORANDUM
First Reading for the City Council Meeting of November 11, 2014
Second Reading for the City Council Meeting of November 18, 2014
DATE: November 11, 2014
TO: Ronald L. Olson, City Manager
FROM: Constance P. Sanchez, Director of Financial Services
ConstanceP@cctexas.com
(361) 826-3227
Authorization for the Issuance of Utility System Revenue Refunding Bonds
CAPTION:
Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System
Junior Lien Revenue Refunding Bonds, Series 2015, in an amount not to exceed
$166,240,000; making provisions for the payment and security thereof by a junior and
inferior lien on and pledge of the net revenues of the City's Utility System on a parity
with certain currently outstanding utility system revenue 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 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 certain
members of the City staff to execute certain documents relating to the sale of the bonds,
and providing an effective date.
PURPOSE:
The City plans on refunding any callable, outstanding Utility System Revenue Bonds for
savings.
BACKGROUND AND FINDINGS:
The City plans on refunding any callable, outstanding Utility System Revenue Bonds for
savings. This currently equates to $166,240,000. If all eligible outstanding bonds are
refunded at today's interest rate, a net present value savings of $5,081,872 or 8.82%
would be realized. The actual amount to be refunded, however, will be determined at
the time of pricing.
Because of the fluctuating conditions in the municipal bond market, our financial advisor
has recommended that the City Council delegate to the City Manager, Deputy City
Manager, Assistant City Manager for General Government and Operations Support, and
the Director of Financial Services (the "Delegated Officials") the authority to effect the
sale of the bonds subject to the following parameters: (1) the principal amount in total of
all bonds sold may not exceed $166,240,000 and (2) none of the bonds shall bear
interest at a rate greater than 6% per year. The $166,240,000 represents the principal
amount of all Utility System Revenue bonds currently outstanding that are eligible to be
refunded. The actual amount that will be refunded will be determined at the time of
pricing. Also, the City's bond counsel has confirmed that the City can delegate the sale
of the bonds to the Delegated Officials in the manner outlined above pursuant to the
authority contained in Chapter 1371, as amended, Texas Government Code.
ALTERNATIVES: n/a
OTHER CONSIDERATIONS: n/a
CONFORMITY TO CITY POLICY:
This item conforms to City policy.
EMERGENCY / NON -EMERGENCY:
Issuance of municipal obligations are exempted from the City's charter provision
regarding dual reading and/or emergency adoption provisions pursuant to the provisions
of Section 1201.028, as amended, Texas Government Code.
DEPARTMENTAL CLEARANCES:
Bond Counsel
Legal Department
FINANCIAL IMPACT:
❑ Not Applicable
❑ Operating Expense
X Revenue
❑ CIP
FISCAL YEAR:
Project to Date Exp.
(CIP Only)
Current
Year
Future
Years
TOTALS
Budget
-
-
-
-
Encumbered/Expended
amount of (date)
-
-
-
-
This item
-
-
-
-
BALANCE
-
--
-
FUND(S): CIP Funds
COMMENTS: The amount of the refunding will be known at the time of pricing.
RECOMMENDATION:
Staff recommends approval of the ordinance as presented.
LIST OF SUPPORTING DOCUMENTS:
Ordinance
ORDINANCE NO.
DRAFT 11/4/2014
AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI,
TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING
BONDS, SERIES 2015" IN AN AMOUNT NOT TO EXCEED $166,240,000;
MAKING PROVISIONS FOR THE PAYMENT AND SECURITY
THEREOF BY A JUNIOR AND INFERIOR LIEN ON AND PLEDGE OF
THE NET REVENUES OF THE CITY'S UTILITY SYSTEM ON A
PARITY WITH CERTAIN CURRENTLY OUTSTANDING UTILITY
SYSTEM REVENUE 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 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 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 Council (the City Council) of the City of Corpus Christi, Texas (the
City) has heretofore issued, and there are currently Outstanding, revenue bonds (the Previously
Issued Priority Bonds) secured by a first and prior lien on and pledge of the Net Revenues (as
hereinafter defined) of the City's combined utility systems (as further described and defined
herein, the System); and
WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued
Priority Bonds, the City reserved the right to issue revenue bonds on parity with the Priority
Bonds (as hereinafter defined); and
WHEREAS, the City Council has heretofore issued, and there are currently outstanding
revenue bonds (the Previously Issued Junior Lien Obligations) secured by a lien on and pledge
of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the
repayment of the Priority Bonds; and
82296566.7
WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued
Junior Lien Obligations, the City reserved the right to issue revenue bonds on a parity with the
Junior Lien Obligations (as hereinafter defined) from time to time outstanding; and
WHEREAS, the City Council has heretofore issued, and there are currently outstanding,
obligations supported by a lien on and pledge of the Net Revenues of the System that are inferior
to the lien thereon and pledge thereof securing the Priority Bonds and the Junior Lien
Obligations but superior to the lien thereon and pledge thereof securing the hereinafter -defined
Previously Issued Inferior Lien Obligations (the Previously Issued Subordinate Lien
obligations); and
WHEREAS, the City Council has heretofore entered into a certain Federal Contract (as
hereinafter defined) supported by a lien on and pledge of the Net Revenues of the System
inferior to the lien thereon and pledge thereof securing the Priority Bonds, the Junior Lien
Obligations, and the Previously Issued Subordinate Lien Obligations (such Federal Contract, the
Previously Issued Inferior Lien Obligations); and
WHEREAS, the City Council has determined for the purpose of improving the credit
quality of its Junior Lien Obligations, which has become its primary lien for issuing System debt,
that it will no longer issue obligations secured by a first and prior lien on and pledge of the Net
Revenues of the System, on parity with the lien thereon and pledge thereof securing the
Previously Issued Priority Bonds, for new money purposes and, at such time as no Priority
Bonds remain outstanding, all System revenue obligations now subordinate and inferior to the
Priority Bonds in priority of lien on and pledge of Net Revenues shall be elevated in kind in
priority of lien and payment; and
WHEREAS, there are currently outstanding obligations in the aggregate principal amount
of at least $ , being the obligations set forth on Schedule I hereto which is
incorporated by reference for all purposes to this ordinance (the Refunded Obligations); and
WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government
Code, as amended (Chapter 1207), 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 Act, shall
constitute the making of firm banking and financial arrangements for the discharge and final
payment of the Refunded Obligations; and
WHEREAS, Chapter 1207 requires 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, , , which is not a depository bank of the
City, is appointed and will serve as the Paying Agent/Registrar (hereinafter defined) and Escrow
Agent (hereinafter defined) for the revenue refunding bonds; and
WHEREAS, the City Council also hereby finds and determines that the Refunded
Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20)
years from the date of the Bonds herein authorized and such refunding will result in a net present
82296566.7
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value saving of approximately $ to the City and a gross savings of
$ , including the cash contribution of $
WHEREAS, the revenue refunding bonds hereinafter authorized are to be issued and
delivered pursuant to the laws of the State of Texas, including the Act (defined herein), and the
terms of this Ordinance (as hereinafter defined), for the purposes set forth in this Ordinance; and
now therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS:
SECTION 1: Authorization - Designation - Principal Amount - Purpose. Revenue
refunding bonds 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
UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2015 (the
Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for the purpose
of (i) discharging and making final payment of the Refunded Obligations, and (ii) paying the
costs of issuance relating thereto. The Bonds shall be payable from and equally and ratably
secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a
lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge
thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon
and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior
Lien Obligations. The Bonds are authorized to be issued pursuant to the authority conferred by
and in conformity with the laws of the State of Texas, including, particularly, Chapter 1207 and
Chapter 1371, as amended, Texas Government Code (Chapter 1371 and, together with Chapter
1207, the Act).
As authorized by the Act, each Authorized Official is 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 (referenced to and defined herein as the Purchasers), the redemption provisions therefor,
the rate of interest to be borne on the principal amount of each such maturity, the identification
of an underwriter or underwriting syndicate for the Bonds, and selection from the Refunding
Candidates (defined herein) of the Refunded Obligations to be refunded from the proceeds of the
Bonds. Each Authorized Official, acting for and on behalf of the City, is authorized to execute
the Approval Certificate (defined herein) attached hereto as Schedule I. The Bonds shall be
issued in the principal amount not to exceed $166,240,000; the maximum maturity of the Bonds
will be July 15, 2039, the refunding will result in a net present value savings of at least 3.00%,
and the true interest rate (federal arbitrage yield) shall not exceed a rate greater than 6.00% per
annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas
Government Code. Lastly, each Authorized Official 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 Official chooses to purchase a debt service reserve surety policy or similar credit
facility relating to the Bonds, then the Authorized Official shall be permitted to execute an
insurance or similar reimbursement agreement in substantially the form attached hereto as
82296566.7
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Exhibit F (which form is hereby approved) in connection with such purchase. The execution of
an Approval Certificate relating to the Bonds issued hereunder 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, no Bonds shall be
delivered unless prior to their initial delivery unless 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 - Dated Date. The Bonds are issuable in fully registered form only;
shall be dated , 2015 (the Dated Date); shall be in denominations of $5,000 or any
integral multiple thereof, shall be lettered "R-" and numbered consecutively from One (1)
upward and principal shall become due and payable on July 15 in each of the years and in
principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from
the Dated Date, or the most recent Interest Payment Date to which interest has been paid or duly
provided for, to the earlier of redemption or Stated Maturity, at the rates per annum in
accordance with the following schedule:
Stated Maturities Principal Interest
(July 15) Amounts ($) Rates (%)
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
82296566.7
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Stated Maturities Principal Interest
(July 15) Amounts ($) Rates (%)
2036
2037
2038
2039
2040
2041
2042
2043
2044
SECTION 3: Payment of Bonds - Interest Payments - Paying Agent/Registrar. The
principal of, premium, if any, and 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 and interest on the Bonds shall be without exchange or
collection charges to the Holder (as hereinafter defined) of the Bonds.
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 (the Interest Payment Date), commencing , 20, while the Bonds are
Outstanding.
The selection and appointment of , , , to serve as the initial
Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and
confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate
trust office of the Paying Agent/Registrar books and records (the Security Register) for the
registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the
terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final
form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying
Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a
Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying
Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a
corporation organized and doing business under the laws of the United States of America or of
any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar
shall be subject to supervision or examination by federal or state authority and authorized by law
to serve as a Paying Agent/Registrar.
The City reserves the right to appoint a successor Paying Agent/Registrar upon providing
the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance
terminating such agency. Additionally, the City agrees to promptly cause a written notice of this
82296566.7
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substitution to be sent to each Holder of the Bonds by United States mail, first-class postage
prepaid, which notice shall also give the address of the new Paying Agent/Registrar.
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 Agent/Registrar as hereinafter provided (i) on the Record Date (defined
herein) for purposes of payment of interest thereon and (ii) on the date of surrender of the Bonds
for purposes of receiving payment of principal thereof at the Bonds' Stated Maturity or upon
prior redemption of the Bonds. The City and the Paying Agent/Registrar, and any agent of
either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all
other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of
either, shall be affected by notice to the contrary.
Principal of, and premium, if any, on the Bonds shall be payable only upon presentation
and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on
the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of
business on the last business day of the month next preceding an Interest Payment Date for the
Bonds (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.
If the date for the payment of the principal of, premium, if any, or interest on the Bonds
shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city
where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a day. The payment on such date shall have the same force and effect as if made on
the original date any such payment on the 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 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. Mandatory Redemption of Bonds. The Bonds stated to mature on July 15, 20,
July 15, 20, and July 15, 20 , respectively, are referred to herein as the "Term Bonds".
The Term Bonds are subject to mandatory sinking fund redemption prior to their stated
maturities from money required to be deposited in the Bond Fund (but not the Reserve Fund) for
such purpose and shall be redeemed in part, by lot or other customary method, at the principal
82296566.7
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amount thereof plus accrued interest to the date of redemption in the following principal amounts
on July 15 in each of the years as set forth below:
Term Bonds Stated to Mature Term Bonds Stated to Mature Term Bonds Stated to Mature
Year
on July 15, 20
Principal
Amount ($)
*
Year
on July 15, 20 on July 15, 20
Principal Principal
Amount ($) Year Amount ($)
*Payable at stated maturity
The principal amount of a Term Bond required to be redeemed pursuant to the operation
of such mandatory redemption provisions shall be reduced, at the option of the City, by the
principal amount of any Term Bonds of such stated maturity which, at least 50 days prior to the
mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to
the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the
Paying Agent/Registrar at the request of the City with money in the Bond Fund (but not the
Reserve Fund), or (3) shall have been redeemed pursuant to the optional redemption provisions
set forth below and not theretofore credited against a mandatory redemption requirement.
B. Optional Redemption. The Bonds having Stated Maturities on and after July 15,
20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on July
15, 20, or any date thereafter, as a whole or in part, in principal amounts of $5,000 or any
integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the
Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of
redemption.
C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set
for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to
exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed,
and the date set for the redemption thereof. The decision of the City to exercise the right to
redeem Bonds shall be entered in the minutes of the City Council.
D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall
select at random and by lot the Bonds to be redeemed, provided that if less than the entire
principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond
then subject to redemption as representing the number of Bonds Outstanding which is obtained
by dividing the principal amount of such Bond by $5,000.
E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first-class postage
82296566.7
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prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each
Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on
the Security Register at the close of business on the business day next preceding the date of
mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to
have been duly given irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds,
(ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state
that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due
and payable on the redemption date specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount
thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar
only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to
redemption and has been called for redemption and notice of redemption thereof has been duly
given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed)
so called for redemption shall become due and payable, and if money sufficient for the payment
of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable
redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on
the redemption date designated in such notice, interest on 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).
F. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be
required (i) to transfer or exchange any Bond during a period beginning forty-five (45) days prior
to the date fixed for redemption of the Bonds or (ii) to transfer or exchange any Bond selected
for redemption, provided; however, such limitation of transfer shall not be applicable to an
exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in
part.
SECTION 5: Execution - Registration. The Bonds shall be executed on behalf of the
City by its Mayor, its seal reproduced or impressed thereon, and attested by the City Secretary.
The signature of either officer on the Bonds may be manual or facsimile. Bonds bearing the
manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper
officers of the City shall bind the City, notwithstanding that such individuals or either of them
shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers (defined
herein), all as authorized and provided in Chapter 1201, as amended, Texas Government Code.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 8C, executed by the Comptroller of Public
Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate
82296566.7
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of registration substantially in the form provided in Section 8D, executed by the Paying
Agent/Registrar by manual signature, and either such certificate upon any Bond shall be
conclusive evidence, and the only evidence, that such Bond has been duly certified or registered
and delivered.
SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in
accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other
authorized denominations upon the Security Register by the Holder, in person or by his duly
authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation,
accompanied by a written instrument of transfer or request for exchange duly executed by the
Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of any Bond at the corporate trust office of the Paying
Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver,
in the name of the designated transferee or transferees, one or more new Bonds of authorized
denomination and having the same Stated Maturity and of a like interest rate and aggregate
principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds may be exchanged for other Bonds of the same series
and of authorized denominations and having the same Stated Maturity, bearing the same rate of
interest and of like aggregate principal amount as the Bonds surrendered for exchange upon
surrender of the Bonds to be exchanged at the corporate trust office of the Paying
Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute,
and the Paying Agent/Registrar shall register and deliver, the Bonds, to the Holder requesting the
exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at
his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and
binding obligations of the City, evidencing the same obligation to pay, and entitled to the same
benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any fee, tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the
same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or
transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered
and delivered pursuant to Section 27 in lieu of a mutilated, lost, destroyed, or stolen Bond which
shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond.
82296566.7
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SECTION 7: Initial Bond(s). The Bonds herein authorized shall be issued initially
either (i) as a single fully -registered Bond 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 Bond for each year of Stated Maturity in the applicable principal
amount and denomination and to be numbered consecutively from T-1 and upward (the Initial
Bond(s)) and, in either case, the Initial Bond(s) shall be registered in the name of the initial
purchasers or the designee thereof. The Initial Bond(s) 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 initial
purchasers. Any time after the delivery of the Initial Bond(s), the Paying Agent/Registrar shall
cancel the Initial Bond(s) delivered hereunder and exchange therefor definitive Bonds 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 initial 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 Certificate of Paying Agent/Registrar, and the form of
Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this
Section with such appropriate insertions, omissions, substitutions, and other variations as are
permitted or required by this Ordinance and may have such letters, numbers, or other marks of
identification (including insurance legends in the event the Bonds, or any Stated Maturities
thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities
Identification Procedures of the American Bankers Association) and such legends and
endorsements (including 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 otherwise
reproduced.
B. Form of Definitive Bond.
REGISTERED
REGISTERED PRINCIPAL AMOUNT
NO. $
82296566.7
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United States of America
State of Texas
Counties of Nueces, Aransas, Kleberg, and San Patricio
CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM
JUNIOR LIEN REVENUE REFUNDING BONDS,
SERIES 20
Dated Date:
, 20
REGISTERED OWNER:
Interest Rate:
Stated Maturity: CUS1P NO:
PRINCIPAL AMOUNT: DOLLARS
The City of Corpus Christi, Texas (the City), a body corporate and a municipal
corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of
Texas, for value received, 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,
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 30 -day months; such interest being payable on
January 15 and July 15 of each year commencing 15, 20
Principal and premium, if any, of the Bond shall be payable to the Registered Owner
hereof (the Holder) upon presentation and surrender, at the corporate trust office of the Paying
Agent/Registrar executing the registration certificate appearing hereon or a successor thereof.
Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as
defined in the Ordinance hereinafter referenced) whose name appears on the Security Register
maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is
the last business day of the month next preceding each interest payment date. All payments of
principal of and interest on this Bond shall be in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts.
Interest shall be paid by the Paying Agent/Registrar by check sent on the appropriate date of
payment by United States Mail, first-class postage prepaid, to the Holder hereof at the address
appearing in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $ (the Bonds) pursuant to an ordinance adopted by the governing body of
the City (the Ordinance), for the purpose of (i) discharging and making final payment of the
Refunded Obligations, and (ii) paying the costs of issuance relating thereto, all in conformity
with the laws of the State of Texas, particularly the City's Home Rule Charter and the Act, and
the Ordinance. The Bonds shall be payable from and equally and ratably secured solely by a lien
on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net
Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment
82296566.7
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of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the
repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations.
The Bonds stated to mature on July 15, 20, July 15, 20 and July 15, 20,
respectively, are referred to herein as the "Term Bonds". The Term Bonds are subject to
mandatory sinking fund redemption prior to their stated maturities from money required to be
deposited in the Bond Fund (but not the Reserve Fund) for such purpose and shall be redeemed
in part, by lot or other customary method, at the principal amount thereof plus accrued interest to
the date of redemption in the following principal amounts on July 15 in each of the years as set
forth below:
Term Bonds Stated to Mature Term Bonds Stated to Mature Term Bonds Stated to Mature
on July 15, 20 on July 15, 20 on July 15, 20
Year
Principal Principal Principal
Amount ($) Year Amount ($) Year Amount ($)
*
*Payable at stated maturity
The principal amount of a Term Bond required to be redeemed pursuant to the operation
of such mandatory redemption provisions shall be reduced, at the option of the City, by the
principal amount of any Term Bonds of such stated maturity which, at least 50 days prior to the
mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to
the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the
Paying Agent/Registrar at the request of the City with money in the Bond Fund (but not the
Reserve Fund), or (3) shall have been redeemed pursuant to the optional redemption provisions
set forth below and not theretofore credited against a mandatory redemption requirement.
The Bonds stated to mature on and after July 15, 20 may be redeemed prior to their
Stated Maturities, at the option of the City, on July 15, 20 or on any date, 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.
82296566.7
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If this Bond (or any portion of the principal sum hereof) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date this Bond
(or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if
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. In the event of a partial
redemption of the principal amount of this Bond, payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
this Bond to the corporate trust office of the Paying Agent/Registrar and, there shall be issued to
the registered owner hereof, without charge, a new Bond or Bonds of like 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 is called for redemption, in whole or in part, the City or
the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within
forty-five (45) days of the date fixed for redemption; provided, however, such limitation of
transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof
in the event of its redemption in part.
The Bonds of this series are special obligations of the City, issued as Junior Lien
Obligations, payable from and equally and ratably secured by a lien on and pledge of the Junior
Lien Pledged Revenues, being (primarily) a lien on and pledge of the Net Revenues derived from
the operation of the City's utility system (as further described in the Ordinance, the System), that
is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority
Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of
the Subordinate Lien Obligations and the Inferior Lien Obligations. In the Ordinance, the City
reserves and retains the right to issue Additional Priority Bonds, Additional Junior Lien
Obligations, Additional Subordinate Lien Obligations, and Additional Inferior Lien Obligations
without limitation as to principal amount but subject to any terms, conditions, or restrictions set
forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not
constitute a legal or equitable pledge, charge, lien, or encumbrance upon any property of the City
or System, except with respect to the Junior Lien Pledged Revenues.
The Holder hereof shall never have the right to demand payment of this obligation out of
any funds raised or to be raised by taxation.
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 and nature of the
Junior Lien Pledged Revenues pledged for the payment of the Bonds; the terms and conditions
under which the City may issue Additional Priority Bonds, Additional Junior Lien Obligations,
Additional Subordinate Lien Obligations, and Additional Inferior Lien Obligations; the terms
and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the
Ordinance may be amended or supplemented with or without the consent of the Holders; the
rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and
provisions upon which this Bond may be redeemed or discharged at or prior to the Stated
Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms
82296566.7
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and provisions specified in the Ordinance. Capitalized terms used herein have the same
meanings assigned in the Ordinance
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register upon presentation and surrender at the corporate trust office of the
Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly
authorized agent, and thereupon one or more new fully registered Bonds of the same Stated
Maturity, of authorized denominations, bearing the same rate of interest, and of the same
aggregate principal amount will be issued to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder
hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof
for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as
the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or
its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other
purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall
be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a
Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the City. Notice of the Special Record
Date and of the scheduled payment date of the past due interest (the Special Payment Date -
which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by United States mail, first-class postage prepaid,
to the address of each Holder appearing on the Security Register at the close of business on the
last business day next preceding the date of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things
required to be performed, exist, and be done precedent to the issuance of this Bond in order to
render the same a legal, valid, and binding special 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 and interest on the Bonds by a
pledge of and lien on the Junior Lien Pledged Revenues. In case any provision in this Bond or
any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality,
and enforceability of the remaining provisions and applications shall not in any way be affected
or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be
construed in accordance with and shall be governed by the laws of the State of Texas.
82296566.7
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IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed
facsimile signature of the Mayor of the City, attested by the imprinted or lithographed facsimile
signature of the City Secretary, and the official seal of the City has been duly affixed to, printed,
lithographed or impressed on this Bond.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
(SEAL)
[The remainder of this page intentionally left blank.]
82296566.7
C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Bond(s) 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)
* Bond to Printer: Not to appear on printed Bonds
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82296566.7
Only.
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds
CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued under the provisions of the within -mentioned Ordinance;
the Bond or Bonds of the above -entitled and designated series originally delivered having been
approved by the Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this date: , as Paying
Agent/Registrar
* Bond to Printer: to appear on printed Bonds
E. Form of Assignment.
By:
Authorized Signature
AS SIGNMENT
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:
82296566.7
F. The Initial Bond(s) shall be in the form set forth in paragraph B of this Section,
except that the form of a single fully registered Initial Bond shall be modified as follows:
(1) immediately under the name of the Bond(s) the headings "Interest Rate"
and "Stated Maturity" shall both be completed "as shown below";
(2) the first two paragraphs shall read as follows:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Corpus Christi, Texas (the City), a body corporate and a municipal
corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of
Texas, for value received, 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 ($) 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, 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 30 -day months; such interest being payable on January 15 and July 15 of each year,
commencing 15, 20
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
(the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond
whose name appears on the Security Register maintained by the Paying Agent/Registrar at the
close of business on the Record Date, which is the last business day of the month next preceding
each interest payment date. All payments of principal of and interest on this Bond shall be in
any coin or currency of the United States of America which at the time of payment is legal tender
for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar
by check sent on or prior to the appropriate date of payment by United States mail, first-class
postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such
other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of, the Holder hereof.
G. Insurance Legend. If bond insurance is obtained by the Purchasers or the City for
the Bonds, the definitive Bonds and the Initial Bond(s) shall bear an appropriate legend as
provided by the insurer.
82296566.7
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SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in
this Section have the meanings assigned to them in this Section, and certain terms used in
Sections 32 and 46 of this Ordinance have the meanings assigned to them in such Sections, and
all such terms include the plural as well as the singular; (ii) all references in this Ordinance to
designated "Sections" and other subdivisions are to the designated Sections and other
subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof", and
"hereunder" and other words of similar import refer to this Ordinance as a whole and not to any
particular Section or other subdivision.
A. The term Accountant shall mean a nationally recognized independent certified
public accountant, or an independent firm of certified public accountants.
B. The term Additional Inferior Lien Obligations shall mean (i) any bonds, notes,
warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part
from and equally and ratably secured by a lien and pledge of the Net Revenues, which pledge is
subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged
to the payment of the Priority Bonds, that is included in Junior Lien Pledged Revenues, that is or
will be pledged to the payment of the Subordinate Lien Obligations, and on parity with the lien
on and pledge of the Net Revenues securing the payment of the then -Outstanding Inferior Lien
Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable
from and equally and ratably secured by such subordinate and inferior lien on and pledge of the
Net Revenues as determined by the City Council in accordance with applicable law.
C. The term Additional Junior Lien Obligations shall mean (i) any bonds, notes,
warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part
from and equally and ratably secured by a lien and pledge of the Junior Lien Pledged Revenues,
such pledge to include a pledge of Net Revenues that is junior and inferior to the lien on and
pledge of the Net Revenues that are or will be pledged to the payment of the Priority Bonds now
Outstanding or hereafter issued by the City but senior and superior to the lien thereon and pledge
thereof that is or will be pledged to the payment of the Subordinate Lien Obligations and the
Inferior Lien Obligations now Outstanding or hereafter issued by the City, and (ii) obligations
hereafter issued to refund any of the foregoing that are payable from and equally and ratably
secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, as determined by
the City Council in accordance with applicable law.
D. The term Additional Priority Bonds shall mean any obligations hereafter issued to
refund any of the Previously Issued Priority Bonds if issued in a manner so as to be 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 applicable law and under the terms and
conditions provided in Section 19 of this Ordinance.
E. The term Additional Subordinate Lien Obligations shall mean (i) any bonds,
notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or
in part from and equally and ratably secured by a lien and pledge of the Net Revenues, such
pledge is subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be
pledged to the payment of the Priority Bonds or that is included in Junior Lien Pledged
82296566.7
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Revenues, but senior and superior to the lien thereon and pledge thereof that is or will be pledged
to the payment of the Inferior Lien Obligations now Outstanding or hereafter issued by the City,
and on parity with the lien on and pledge of the Net Revenues securing the payment of the then -
Outstanding Subordinate Lien Obligations and (ii) obligations hereafter issued to refund any of
the foregoing that are payable from and equally and ratably secured by such subordinate and
inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance
with applicable law.
F. The term Approval Certificate shall mean a written instrument from time to time
executed by an Authorized Official in accordance with Section 1 of this Ordinance.
G. The term Authorized Official shall mean the City Manager of the City, the Deputy
City Manager of the City, the Assistant City Manager for General Government and Operations
Support, and the Director of Financial Services.
H. The term Average Annual Debt Service Requirements shall mean that average
amount which, at the time of computation, will be required to pay the Debt Service
Requirements of obligations when due and derived by dividing the total of such Debt Service
Requirements by the number of years then remaining before final Stated Maturity. The
calculation of Average Annual Debt Service Requirements shall be net of (1) capitalized interest
from bond proceeds and (2) the receipt or anticipated receipt of a refundable tax credit or similar
payment relating to a series of Junior Lien Obligations irrevocably designated as refundable tax
credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of
the series of Junior Lien Obligations to which it relates.
I. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI,
TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES
20 ", dated , 20, authorized by this Ordinance.
J. The term Bond Fund shall mean the special Fund or account created and
established by the provisions of Section 13 of this Ordinance.
K. The term Capital Additions shall mean a reservoir or other water storage facilities,
a water or wastewater treatment plant or an interest therein, an electric generation facility and/or
distribution system 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.
L. The term Capital Improvements shall mean any capital extensions, improvements
and betterments to the System other than Capital Additions.
M. The term City shall mean the City of Corpus Christi, Texas and, where
appropriate, the City Council of the City.
N. 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.
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0. [The term Concurrently Issued Bonds shall mean the "City of Corpus Christi,
Texas Utility System Junior Lien Revenue , Series 20" issued by the City
concurrently with its issuance of the Bonds but pursuant to a separate City ordinance adopted on
November 18, 2014.]
P. The term Credit Agreement shall mean a loan agreement, revolving credit
agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement,
insurance contract, commitments to purchase Debt, purchase or sale agreements, interest rate
swap agreements, or commitments or other contracts or agreements authorized, recognized, and
approved by the City as a Credit Agreement in connection with the authorization, issuance,
security, or payment of any obligation authorized by Chapter 1371, and which includes any
Credit Facility.
Q. The term Credit Facility shall mean (i) a policy of insurance or a surety bond,
issued by an issuer of policies of insurance insuring the timely payment of debt service on
governmental obligations, or (ii) a letter or line of credit issued by any financial institution.
R. The term Credit Provider shall mean any bank, financial institution, insurance
company, surety bond provider, or other institution which provides, executes, issues, or
otherwise is a party to or provider of a Credit Agreement or Credit Facility.
S. The term Debt shall mean
(1) all indebtedness payable from Net Revenues and/or Junior Lien Pledged
Revenues incurred or assumed by the City for borrowed money (including indebtedness
payable from Net Revenues and/or Junior Lien Pledged Revenues arising under Credit
Agreements) and all other financing obligations of the System payable from Net
Revenues and/or Junior Lien Pledged Revenues that, in accordance with generally
accepted accounting principles, are shown on the liability side of a balance sheet; and
(2) all other indebtedness payable from Junior Lien Pledged Revenues and/or
Net Revenues (other than indebtedness otherwise treated as Debt hereunder) for
borrowed money or for the acquisition, construction, or improvement of property or
capitalized lease obligations pertaining to the System that is guaranteed, directly or
indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly,
by the City through an agreement, contingent or otherwise, to purchase any such
indebtedness or to advance or supply funds for the payment or purchase of any such
indebtedness or to purchase property or services primarily for the purpose of enabling the
debtor or seller to make payment of such indebtedness, or to assure the owner of the
indebtedness against loss, or to supply funds to or in any other manner invest in the
debtor (including any agreement to pay for property or services irrespective of whether or
not such property is delivered or such services are rendered), or otherwise.
For the purpose of determining Debt, there shall be excluded any particular Debt if, upon
or prior to the maturity thereof, there shall have been deposited with the proper depository (a) in
trust the necessary funds (or investments that will provide sufficient funds, if permitted by the
instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b)
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evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt.
No item shall be considered Debt unless such item constitutes indebtedness under generally
accepted accounting principles applied on a basis consistent with the financial statements of the
System in prior Fiscal Years.
T. 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 calculated by assuming (i) that the interest rate for every 12 -month period on such bonds
is equal to the rate of interest reported in the most recently published edition of The Bond Buyer
(or its successor) at the time of calculation as the "Revenue Bond Index" or, if such Revenue
Bond Index is no longer being maintained by The Bond Buyer (or its successor) at the time of
calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid
on United States Treasury obligations of like maturity and (ii) that, in the case of bonds not
subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds
is amortized such that annual debt service is substantially level over the remaining stated life of
such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas
Government Code as the same relates to interim or non—permanent indebtedness, and in the case
of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity
according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated
Maturity in accordance with the mandatory redemption provisions applicable thereto (in each
case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of
any Credit Agreement in the form of an interest rate hedge agreement entered into in connection
with any such obligations, Debt Service Requirements shall be computed by netting the amounts
payable to the City under such hedge agreement from the amounts payable by the City under
such hedge agreement and such obligations.
U. The term Depository shall mean an official depository bank of the City.
V. The term Engineer shall mean an individual, firm, or corporation engaged in the
engineering profession, being a registered professional engineer under the laws of the State of
Texas, having specific experience with respect to a combined municipal utility system similar to
the System and such individual, firm, or corporation may be employed by, or may be an
employee of, the City.
W. The term Federal Contract shall mean Contract No. 6-07-01-X0675 entered into
by an among the United States of America, the City and the Nueces River Authority, dated June
30, 1976, and amended on June 16, 1980, with respect to the Nueces River Reclamation Project,
pursuant to which the City has pledged the revenues of its waterworks system in support of the
payment obligations of the City under the Federal Contract, subordinate and inferior to the
pledge of and lien on the Net Revenues securing the payment of the Priority Bonds, the lien
thereon and pledge thereof securing the payment of the Junior Lien Obligations, as a result of
such Net Revenues being included as Junior Lien Pledged Revenues, and the lien thereon and
pledge thereof securing the payment of the Subordinate Lien Obligations.
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X. The term Fiscal Year shall mean the twelve month accounting period used by the
City in connection with the operation of the System which may be any twelve consecutive month
period established by the City, which period presently commences on October 1 of each year and
ends on the following September 30.
Y. The term Government Securities as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by, the
United States of America; (ii) noncallable obligations of an agency or instrumentality of the
United States, including obligations that are unconditionally guaranteed or insured by the agency
or instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent;
(iii) noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the
issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated
as to investment quality by a nationally recognized investment rating firm not less than AAA or
its equivalent; and (iv) any additional securities and obligations hereafter authorized by the laws
of the State of Texas as eligible for use to accomplish the discharge of obligations such as the
Bonds.
Z. 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.
AA. The term Holder or Holders shall mean the registered owner, whose name
appears in the Security Register, for any Bond.
BB. The term Inferior Lien Obligations shall mean (i) the Previously Issued Inferior
Lien Obligations, (ii) any Additional Inferior Lien Obligations, and (iii) any obligations issued to
refund the foregoing 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.
CC. The term Interest Payment Date shall mean the date semiannual interest is
payable on the Bonds, being January 15 and July 15 of each year, commencing 15,
20, while any of the Bonds remain Outstanding.
DD. The term Junior Lien Obligations shall mean (i) the Previously Issued Junior Lien
Obligations, (ii) any Additional Junior Lien Obligations, and (iii) obligations hereafter issued to
refund any of the foregoing that are payable from and equally and ratably secured solely by a
lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of
Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the
repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof
securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations, as
determined by the City Council in accordance with applicable law.
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EE. The term Junior Lien Pledged Revenues means (1) the Net Revenues that remain
after payment of all amounts, and funding of all funds, relating to any Priority Bonds, 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 by the City to the payment of the Bonds, and at the City's discretion, any
Additional Junior Lien Obligations, and excluding those revenues excluded from Gross
Revenues.
FF. The term Net Revenues shall mean all Gross Revenues less Operating Expenses.
GG. 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, Junior Lien
Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, or other Debt of the
System. 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. Operating Expenses shall never include any allowance for depreciation,
property retirement, depletion, obsolescence, and other items not requiring an outlay of cash and
any interest on the Bonds or any Debt.
HH. The term Ordinance shall mean this Ordinance adopted by the City Council on
November 18, 2014 authorizing the issuance of the Bonds.
II. The term Outstanding shall mean when used in this Ordinance with respect to all
Debt means, as of the date of determination, all Debt except:
(1) those Priority Bonds, Junior Lien Obligations, Subordinate Lien
Obligations, and Inferior Lien Obligations canceled by the Paying Agent/Registrar or
delivered to the Paying Agent/Registrar for cancellation;
(2) those Priority Bonds, Junior Lien Obligations, Subordinate Lien
Obligations, and Inferior Lien Obligations for which payment has been duly provided by
the City in accordance with the provisions of Section 34 of this Ordinance; and
(3) those Priority Bonds, Junior Lien Obligations, Subordinate Lien
Obligations, and Inferior Lien Obligations that have been mutilated, destroyed, lost, or
stolen and replacement Bonds have been registered and delivered in lieu thereof as
provided in Section 27 of this Ordinance.
JJ. The term Paying Agent/Registrar shall mean the financial institution specified in
Section 3 of this Ordinance, or its herein -permitted successors and assigns.
82296566.7
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KK.
Federal Contract.
The term Previously Issued Inferior Lien Obligations shall mean the
LL. The term Previously Issued Junior Lien Obligations shall mean, as of the Closing
Date the Outstanding and unpaid obligations of the City that are payable solely from and equally
and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues which includes
a lien on and pledge of Net Revenues of the System that is junior and inferior to the lien thereon
and pledge thereof securing the Priority Bonds but superior to the lien thereon and pledge
thereof securing the Subordinate Lien Obligations and Inferior Lien Obligations, identified as
follows:
(1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue
Improvement Bonds, Series 2012", dated November 15, 2012, in the original principal
amount of $69,085,000;
(2) "City of Corpus Christi, Texas Utility System Junior Lien Revenue and
Refunding Bonds, Series 2012", dated November 15, 2012, in the original principal
amount of $155,660,000;
(3) "City of Corpus Christi, Texas Utility System Junior Lien Revenue
Improvement Bonds, Series 2013", dated November 1, 2013, in the original principal
amount of $97,930,000;
(4) Upon issuance, "City of Corpus Christi, Texas Utility System Junior Lien
Revenue Improvement Bonds, Series 2014A", dated , 2014, in the original
principal amount of $
(5) Upon issuance, "City of Corpus Christi, Texas Utility System Variable
Rate Junior Lien Revenue Improvement Bonds, Series 2014B", dated , 2014,
in the original principal amount of $
(6) [Upon issuance, "City of Corpus Christi, Texas Utility System Junior Lien
Revenue Improvement Bonds, Series 20", dated , 20, in the original
principal amount of $ ;]
(7) [Upon issuance, "City of Corpus Christi, Texas Utility System Variable
Rate Junior Lien Revenue Improvement Bonds, Series 2015"; and]
(8) Upon issuance, the Bonds.
MM. The term Previously Issued Priority Bonds shall mean, as of the Closing Date (i)
the Outstanding and unpaid obligations of the City that are payable solely from and equally and
ratably secured by a prior and first lien on and pledge of the Net Revenues of the System,
identified as follows:
(1) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds,
Series 2003", dated May 15, 2003, in the original principal amount of $28,870,000;
82296566.7
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(2) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds,
Series 2005", dated January 1, 2005, in the original principal amount of $70,390,000;
(3) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds,
Series 2005A", dated October 1, 2005, in the original principal amount of $68,325,000;
(4) "City of Corpus Christi, Texas Utility System Revenue Refunding and
Improvement Bonds, Series 2006", dated October 1, 2006, in the original principal
amount of $84,415,000;
(5) "City of Corpus Christi, Texas Utility System Revenue Improvement
Bonds, Series 2009", dated March 1, 2009, in the original principal amount of
$96,490,000;
(6) "City of Corpus Christi, Texas Utility System Revenue Improvement
Bonds, Series 2010", dated March 1, 2010, in the original principal amount of
$8,000,000;
(7) "City of Corpus Christi, Texas Utility System Revenue Improvement
Bonds, Taxable Series 2010 (Direct Subsidy -Build America Bonds)", dated July 1, 2010,
in the original principal amount of $60,625,000;
(8) "City of Corpus Christi, Texas Utility System Revenue Improvement
Bonds, Series 2010A", dated July 1, 2010, in the original principal amount of
$14,375,000; and
(9) "City of Corpus Christi, Texas Utility System Revenue Improvement
Bonds, Series 2012", dated April 1, 2012, in the original principal amount of
$52,500,000.
NN. The term Previously Issued Subordinate Lien Obligations shall mean the Series
2007 Certificates of Obligation.
00. The term Priority Bonds shall mean the Previously Issued Priority Bonds, any
Additional Priority Bonds hereafter issued to refund any of the foregoing if issued in a manner so
as to be payable from and equally and ratably secured by a first and prior lien on and pledge of
the Net Revenues of the System, as determined by the City Council in accordance with any
applicable law.
PP. 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
82296566.7
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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.
QQ. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds
named in Section 28 of this Ordinance.
RR. The term Refunding Candidates shall mean the following obligations of the City
from which the Refunded Obligations are selected by an Authorized Official:
(1) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds,
Series 2003", dated May 15, 2003, in the original principal amount of 28,870,000 and
maturing on July 15, 2015 in the aggregate principal amount of $3,415,000;
(2) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds,
Series 2005", dated January 1, 2005, in the original principal amount of $70,390,000 and
maturing on July 15 in each of the years 2018 through 2020 in the aggregate principal
amount of $27,520,000;
(3) "City of Corpus Christi, Texas Utility System Revenue Refunding and
Improvement Bonds, Series 2006", dated October 1, 2006, in the original principal
amount of $84,415,000 and maturing on July 15 in each of the years 2017 through 2026
in the aggregate principal amount of $54,290,000; and
(4) "City of Corpus Christi, Texas Utility System Revenue Improvement
Bonds, Series 2009", dated March 1, 2009, in the original principal amount of
$96,490,000 and maturing on July 15 in each of the years 2019 through 2027, July 15,
2029, July 15, 2033, and July 15, 2039 in the aggregate principal amount of $81,015,000.
SS. The term Required Reserve Amount shall have the meaning given such term in
Section 14 of this Ordinance
TT. The term Reserve Fund shall have the meaning given such term in Section 14 of
this Ordinance
UU. The term Reserve Fund Deposits shall have the meaning given such term in
Section 14 of this Ordinance.
VV. The term Series 2007 Certificates of Obligation shall mean the City's
"Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007", dated
March 1, 2007, in the original principal amount of $6,985,000, being the only series of
Subordinate Lien Obligations currently Outstanding.
WW. The term Special Project shall mean, to the extent permitted by law, any water,
sewer, wastewater reuse, or municipal drainage system property, improvement, or facility
declared by the City, upon the recommendation of the City Council, not to be part of the System,
for which the costs of acquisition, construction, and installation are paid from proceeds of
Special Project Bonds (as hereinafter defined) being a financing transaction other than the
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issuance of bonds payable from ad valorem taxes, Net Revenues, or Junior Lien Pledged
Revenues and for which all maintenance and operation expenses are payable from sources other
than ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues but only to the extent
that and for so long as all or any part of the revenues or proceeds of which are or will be pledged
to secure the payment or repayment of such costs of acquisition, construction, and installation
under such Special Project Bonds.
XX. The term Stated Maturity shall mean the annual principal payments of the Bonds
payable on July 15 of each year, as set forth in Section 2 of this Ordinance.
YY. The term Subordinate Lien Obligations shall mean (i) the Previously Issued
Subordinate Lien Obligations, (ii) any Additional Subordinate Lien Obligations, and (iii) any
obligations issued to refund the foregoing payable and equally and ratably secured from a lien on
and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge
thereof securing the payment of the Priority Bonds and the Junior Lien Obligations but superior
to the lien thereon and pledge thereof securing the payment of the Inferior Lien Obligations, as
determined by the City Council in accordance with any applicable law.
ZZ. The term System shall mean and include, whether now existing or hereinafter
added (including additions made from time to time in accordance with the provisions of the City
ordinances authorizing the issuance of the Outstanding Priority Bonds), 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), storm sewer and drainage
within the waterworks system, 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 to be a Special Project and not a part of the System
and which are hereafter acquired or constructed by the City with the proceeds from the issuance
of Special Project Bonds, which are hereby defined as being special revenue obligations of the
City which are not secured by or payable from all or part of the Net Revenues and/or Junior Lien
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 Project Bonds.
AAA. The term System Fund shall have the meaning given such term in Section 12 of
this Ordinance.
SECTION 10: Pledge of Junior Lien Pledged Revenues.
A. The City hereby covenants and agrees that the Junior Lien Pledged Revenues of
the System are hereby irrevocably pledged to the payment and security of the Junior Lien
Obligations, including the establishment and maintenance of the special funds or accounts
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created for the payment and security thereof, all as hereinafter provided; and it is hereby resolved
that the Junior Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of
the Junior Lien Pledged Revenues and be valid and binding without any physical delivery thereof
or further act by the City, and the lien created hereby on the Junior Lien Pledged Revenues for
the payment and security of the Junior Lien Obligations, shall be, subject to the subordinate lien
nature of the Junior Lien Pledged Revenues as herein described otherwise, prior in right and
claim as to any other indebtedness, liability, or obligation of the City or the System. The Junior
Lien Obligations are and will be secured by and payable only from the Junior Lien 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. Chapter 1208, as amended, Texas Government Code, applies to the issuance of
the Bonds and the pledge of Junior Lien 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 Junior Lien Obligations are Outstanding and unpaid such that the
pledge of the Junior Lien Pledged Revenues granted by the City is to be subject to the filing
requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the
registered owners of the Junior Lien Obligations the perfection of the security interest in this
pledge, the City Council 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 this
pledge to occur.
SECTION 11: Rates and Charges. For the benefit of the Holders of the Bonds and in
addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance,
the City hereby expressly stipulates and agrees, while any of the Junior Lien Obligations are
Outstanding, to establish and maintain rates and charges for facilities and services afforded by
the System that are reasonably expected, on the basis of available information and experience
and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year
sufficient:
A. To pay all Operating Expenses, or any expenses required by statute to be a first
claim on and charge against the Gross Revenues of the System.
B. To produce Net Revenues, together with any other lawfully available funds,
sufficient to satisfy the rate covenant contained in the ordinances authorizing the issuance of the
Priority Bonds and to pay the principal of and interest on the Priority Bonds and the amounts
required to be deposited in any reserve or contingency fund or account created for the payment
and security of the Priority Bonds, and any other obligations or evidences of indebtedness issued
or incurred that are payable from and secured solely by a prior and first lien on an pledge of the
Net Revenues of the System;
C. To produce Net Revenues, together with any other lawfully available funds, equal
to at least 1.15 times Average Annual Debt Service Requirements on the then -Outstanding Junior
Lien Obligations and to deposit the amounts required to be deposited in any reserve or
contingency fund or account created for the payment and security of the Junior Lien Obligations,
and any other obligations or evidences of indebtedness issued or incurred that are payable from
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and secured solely by a lien on and pledge of the Net Revenues, including the Junior Lien
Pledged Revenues, that is junior and inferior to the lien thereon and pledge thereof securing the
repayment of the Priority Bonds but senior and superior to the lien thereon and pledge thereof
securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations;
D. To produce Net Revenues, together with any other lawfully available funds,
sufficient to pay the amounts that may be deposited in the special funds established for the
payment of the Subordinate Lien Obligations;
E. To produce Net Revenues, together with any other lawfully available funds,
sufficient to pay the principal of and interest on the Inferior Lien Obligations as the same become
due and payable and to deposit the amounts required to be deposited in any reserve or
contingency fund or account created for the payment and security of the Inferior Lien
Obligations, and any other obligations or evidences of indebtedness issued or incurred that are
payable from and secured solely by a lien on and pledge of the Net Revenues that is subordinate
and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds
and the Junior Lien Obligations; and
F. To pay, together with any other lawfully available funds, any other legally
incurred Debt payable from the Net Revenues of the System and/or secured by a lien on any part
of the System.
The determination of the amount of principal of and interest on any obligations identified in this
Section for the purpose of confirming the sufficiency of System rates and charges shall be made
after giving consideration as an offset to debt service the receipt or anticipated receipt of a
refundable tax credit or similar payment relating to any series of obligations irrevocably
designated as refundable tax credit bonds pursuant to the City ordinance authorizing their
issuance or otherwise relating thereto.
SECTION 12: System Fund. The City hereby covenants, agrees, and ratifies its prior
covenants and agreements that the Gross Revenues of the System shall be deposited, as collected
and received, into a separate Fund or account (previously created and established and to be
maintained with the Depository) known as the "City of Corpus Christi, Texas Utility System
Revenue Fund" (the System Fund) and that the Gross Revenues of the System shall be kept
separate and apart from all other funds of the City. All Gross Revenues deposited into the
System Fund shall be pledged and appropriated to the extent required for the following uses and
in the order of priority shown:
A. First: To the payment of all necessary and reasonable Operating Expenses or
other expenses required by statute to be a first charge on and claim against the revenues of the
System.
B. Second: To the payment of the amounts required to be deposited into the special
funds and accounts created and established for the payment, security and benefit of the
Previously Issued Priority Bonds and any Additional Priority Bonds hereafter issued by the City.
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C. Third: To the payment of the amounts required to be deposited into the special
funds and accounts created and established for the payment, security and benefit of the Junior
Lien Obligations and any Additional Junior Lien Obligations hereafter issued by the City.
D. Fourth: To the payment of the amounts required to be deposited into the special
funds and accounts created and established for the payment, security and benefit of the
Previously Issued Subordinate Lien Obligations and any Additional Subordinate Lien
Obligations hereafter issued by the City.
E. Fifth: To the payment of the amounts that must be deposited in any special funds
and accounts created and established for the payment, security, and benefit of the Previously
Issued Inferior Lien Obligations and any Additional Inferior Lien Obligations hereafter issued by
the City.
Any Net Revenues remaining in the System Fund following such transfers may be used by the
City for payment of other obligations of the System, and for any other lawful purpose; provided,
however, that for so long as any Priority Bonds remain Outstanding, transfers made for purposes
other than for payment of obligations of the System shall be made only at the end of the Fiscal
Year (if such limitation is imposed, and then, only to the extent imposed in the City ordinances
authorizing the issuance of the Priority Bonds).
SECTION 13: Bond Fund - Excess Funds. For purposes of providing funds to pay the
principal of and interest on the currently Outstanding Junior Lien Obligations as the same
become due and payable, the City agrees to maintain, at the Depository, a separate and special
Fund or account to be created and known as the "City of Corpus Christi, Texas Utility System
Junior Lien Revenue Refunding Bonds Interest and Sinking Fund" (the Bond Fund). The City
covenants that there shall be deposited by an Authorized Official into the Bond Fund prior to
each principal and interest payment date from the available Net Revenues an amount equal to
one hundred per cent (100%) of the amount required to fully pay the interest on and the principal
of the currently Outstanding Junior Lien Obligations then falling due and payable, such deposits
to pay maturing principal and accrued interest on the currently Outstanding Junior Lien
Obligations to be made in substantially equal monthly installments on or before the 10th day of
each month, beginning on or before the 10th day of the month next following the delivery of the
Bonds to the Purchasers. As described further in Section 15 hereof, if the Junior Lien Pledged
Revenues in any month are insufficient to make the required payments into the Bond Fund, then
the amount of any deficiency in such payment shall be added to the amount otherwise required to
be paid into the Bond Fund in the next month.
The required monthly deposits to the Bond Fund for the payment of principal of and
interest on the currently Outstanding Junior Lien Obligations shall continue to be made as
hereinabove provided until such time as (i) the total amount on deposit in the Bond Fund and
Reserve Fund is equal to the amount required to fully pay and discharge all Outstanding Junior
Lien Obligations (principal and interest) or (ii) the Junior Lien Obligations are no longer
Outstanding.
Any proceeds of the Bonds, and investment income thereon, not expended for authorized
purposes shall be deposited into the Bond Fund and shall be taken into consideration and reduce
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the amount of monthly deposits required to be deposited into the Bond Fund from the Net
Revenues of the System.
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 such Fund from the Junior
Lien Pledged Revenues.
SECTION 14: Reserve Fund. To accumulate and maintain a reserve for the payment of
the Bonds equal to 100% of the Average Annual Debt Service Requirements or such lesser
amount as restricted by the Code (calculated by the City Council at the beginning of each Fiscal
Year and as of the date of issuance of the Bonds and each series of Additional Junior Lien
Obligations) for the Bonds (the Required Reserve Amount), the City hereby creates and
establishes, and shall maintain at a Depository a separate and special fund known as the "Corpus
Christi, Texas Utility System Junior Lien Revenue Refunding Bonds Reserve Fund" (the Reserve
Fund). Earnings and income derived from the investment of amounts held for the credit of the
Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required
Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the
System Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of
the principal of and interest on the Bonds, when and to the extent other funds available for such
purposes are insufficient, and, in addition, may be used to retire the last Stated Maturity or Stated
Maturities of or interest on the Bonds.
The City may acquire a Credit Facility or Facilities issued by a Credit Provider in
amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing
cash into the Reserve Fund; provided, however, that no such Credit Facility may be so
substituted unless the substitution of the Credit Facility will not, in and of itself, cause any
ratings then assigned to the Bonds by any rating agency to be lowered and the resolution
authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount
for the Bonds contains (i) a finding that such substitution is cost effective and (ii) a provision that
the interest due on any repayment obligation of the City by reason of payments made under such
Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City
at the time of the delivery of the Credit Facility. The City reserves the right to use Junior Lien
Pledged Revenues to fund the payment of (1) periodic premiums on the Credit Facility as a part
of the payment of the City's Operating Expenses, and (2) any repayment obligation incurred by
the City (including interest) to the Credit Provider, the payment of which will result in the
reinstatement of such Credit Facility, prior to making payments required to be made to the
Reserve Fund pursuant to the provisions of this Section to restore the balance in such fund the
Required Reserve Amount for the Bonds.
Until the issuance of any Additional Junior Lien Obligations (or as from time to time
recalculated by the City as provided in the first paragraph of this Section), the Required Reserve
Amount is $ (inclusive of the Bonds and the Concurrently Issued Bonds). Of this
amount, $ , representing the portion of the Required Reserve Amount attributable to
the Bonds, shall be deposited to the Reserve Fund at such time as may be required pursuant to
the provisions of this Section from Revenues, paid from the System Fund at such level of priority
as specified in Section 12, by the deposit of monthly installments, made on or before the 10th day
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of each month following the month in which such obligation to fund the Reserve Fund arises, of
not less than 1/60th of the amount to be maintained in the Reserve Fund.
As and when Additional Junior Lien Obligations are delivered or incurred, the Required
Reserve Amount shall be increased, if required, to an amount calculated in the manner provided
in the first paragraph of this Section. Any additional amount required to be maintained in the
Reserve Fund shall be so accumulated by the deposit of all or a portion of the necessary amount
from the proceeds of the issue or other lawfully available funds in the Reserve Fund immediately
after the delivery of the then proposed Additional Junior Lien Obligations, or, at the option of the
City, by the deposit of monthly installments, made on or before the business day before the 10th
day of each month following the month of delivery of the then proposed Additional Junior Lien
Obligations, of not less than 1/60th of the additional amount to be maintained in the Reserve
Fund by reason of the issuance of the Additional Junior Lien Obligations then being issued (or
1/60th of the balance of the additional amount not deposited immediately in cash) (such deposits,
the Required Reserve Fund Deposits), thereby ensuring the accumulation in the Reserve Fund of
the appropriate Required Reserve Amount.
When and for so long as the cash and investments in the Reserve Fund equal the
Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if
and when the Reserve Fund at any time contains less than the Required Reserve Amount (other
than as the result of the issuance of Additional Junior Lien Obligations as provided in the
preceding paragraph), the City covenants and agrees to cure the deficiency in the Required
Reserve Amount by resuming the Required Reserve Fund Deposits to the Reserve Fund from the
Junior Lien Pledged Revenues in monthly deposit amounts equal to not less than 1/60th of the
Required Reserve Amount covenanted by the City to be maintained in the Reserve Fund. Any
such deficiency payments shall be made on or before the 10th day of each month until the
Required Reserve Amount has been fully restored. The City further covenants and agrees that,
subject only to the prior payments to be made to the Bond Fund, the Junior Lien Pledged
Revenues shall be applied and appropriated and used to establish and maintain the Required
Reserve Amount and to cure any deficiency in such amounts as required by the terms of this
Ordinance, any City ordinance authorizing the issuance of the Priority Bonds, and any other
ordinance pertaining to the issuance of Additional Junior Lien Obligations.
During such time as the Reserve Fund contains the Required Reserve Amount, the City
Council may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the
Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or
used by the City for any other lawful purpose; provided, however, to the extent that such excess
amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be
otherwise used in accordance with then -applicable State law.
In the event a Credit Facility issued to satisfy all or a part of the City's obligation with
respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the
Required Reserve Amount for the Bonds, the City may transfer such excess amount to any fund
or funds established for the payment of or security for the Bonds (including any escrow
established for the final payment of any such obligations pursuant to the provisions of Chapter
1207), or be used for any lawful purposes; provided, however, to the extent that such excess
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amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be
otherwise used in accordance with then -applicable State law.
Notwithstanding anything to the contrary contained in this Section, the requirements set
forth above to fund the Reserve Fund in the amount of the Required Reserve Amount shall be
suspended for such time as the Junior Lien Pledged Revenues for each Fiscal Year are equal to at
least 110% of the Average Annual Debt Service Requirements. In the event that the Junior Lien
Pledged Revenues for any two consecutive Fiscal Years are less than 110% (unless such
percentage is below 100% in any Fiscal Year, in which case the hereinafter—specified
requirements will commence after such Fiscal Year) of the Average Annual Debt Service
Requirements, the City will be required to commence making the deposits to the Reserve Fund,
as provided above, and to continue making such deposits until the earlier of (i) such time as the
Reserve Fund contains the Required Reserve Amount or (ii) the Junior Lien Pledged Revenues
for a Fiscal Year have been equal to not less than 110% of the Average Annual Debt Service
Requirements.
SECTION 15: Deficiencies - Excess Junior Lien Pledged Revenues.
A. If on any occasion there shall not be sufficient Junior Lien Pledged Revenues to
make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as
possible from the next available unallocated Junior Lien Pledged Revenues, or from any other
sources available for such purpose, and such payments shall be in addition to the amounts
required to be paid into these Funds or accounts during such month or months.
B. Subject to making the required deposits to the Bond Fund when and as required
by any ordinance or resolution authorizing the issuance of the currently Outstanding Priority
Bonds, the Junior Lien Obligations, the Subordinate Lien Obligations and the Inferior Lien
Obligations, the excess Net Revenues of the System may be used by the City for any lawful
purpose (as further provided in Section 12 hereof).
SECTION 16: Payment of Bonds. While any of the Bonds are Outstanding, an
Authorized Official shall cause to be transferred to the Paying Agent/Registrar therefor, from
funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each
installment of interest on and principal of the Bonds as such installment accrues or matures; such
transfer of funds must be made in such manner as will cause immediately available funds to be
deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next
preceding the date a debt service payment is due on the Bonds.
SECTION 17: Investments. Funds held in any Fund or account created, established, or
maintained pursuant to this Ordinance shall, 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, or any other law, and secured (to the extent not insured by the Federal
Deposit Insurance Corporation) by obligations of the type hereinafter described, 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
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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 any Fund or
account will be available at the proper time or times. Such investments (except State and Local
Government Series investments held in book entry form, which shall at all times be valued at
cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal
Year. All interest and income derived from deposits and investments in the Bond Fund
immediately shall be credited to, and any losses debited to, the Bond Fund. All such investments
shall be sold promptly when necessary to prevent any default in connection with the Bonds.
SECTION 18: Covenants. 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 administering 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 City ordinances
authorizing the issuance of the Priority Bonds now or hereafter Outstanding, and to the extent of
any irreconcilable conflict between the provisions contained herein and in the City ordinances
authorizing the issuance of the Priority Bonds now or hereafter Outstanding, the provisions,
agreements and covenants contained therein shall prevail to the extent of such conflict and be
applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to
the holders of the Priority Bonds now or hereafter Outstanding. It is expressly recognized that
prior to the issuance of any Additional Junior Lien Obligations, Additional Subordinate Lien
Obligations, or Additional Inferior Lien Obligations, that the City must comply with each of the
conditions precedent contained in this Ordinance and the City ordinances authorizing the
issuance of the then -Outstanding Priority Bonds, as appropriate.
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 Junior Lien Obligations; it will promptly pay or cause to be paid the
principal amount of and interest on all Debt, on the dates and in the places and manner
prescribed in such ordinances and such Debt; 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 Debt 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 Debt, 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.
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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 Junior Lien Obligations, against the claims and
demands of all persons whomsoever, that it is lawfully qualified to pledge the Junior Lien
Pledged Revenues to the payment of the Junior Lien Obligations 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 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 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 be paid from Junior Lien 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 Net Revenues of the
System in any manner, except as permitted in the City ordinances authorizing the Previously
Issued Priority Bonds and in this Ordinance (which provisions are also included in other City
ordinances authorizing other series of Junior Lien Obligations).
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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 $250,000 or less, or it shall have received a certificate
executed by an Engineer and the City Manager stating, in their opinion, that the fair
market value of the property or facilities exchanged is $250,000 or less, or (C) if such
proceeds or fair market value exceeds $250,000 it shall have received a certificate
executed by an Engineer 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 Fiscal 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 Debt, or
(ii) otherwise be used to provide for the payment of Debt. 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 Debt, or with the proceeds of obligations which were
refunded in whole or in part with the proceeds of Debt, 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 Debt 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 $500,000, the City shall have
received a certificate executed by an Engineer 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 Fiscal Year by the Accountant.
J. Insurance.
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(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. Audits. After the close of each Fiscal Year while any Debt is Outstanding, an
audit will be made of the books and accounts relating to the System and the Net Revenues by the
Accountant. Such annual audit reports shall be open to the inspection of the registered owners of
Debt and their agents and representatives at all reasonable times.
L. 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.
M. 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.
N. Rights of Inspection. The Engineer or any registered owner of $100,000 in
aggregate principal amount of the Debt 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 an Engineer or such registered owner, as the case may be,
such financial statements, reports and other information relating to the City and the System as an
Engineer or such registered owner may from time to time reasonably request.
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SECTION 19: Issuance of Additional Priority Bonds, Additional Junior Lien Obligations,
Additional Subordinate Lien Obligations, and Additional Inferior 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, or otherwise:
A. Additional Priority Bonds payable from and equally and ratably secured by a first
and prior lien on and pledge of the Net Revenues of the System upon satisfying each of the
conditions precedent contained in the City ordinances authorizing the Previously Issued Priority
Bonds concerning the issuance of Additional Priority Bonds for refunding purposes.
B. Additional Junior Lien Obligations, secured by and payable from the Junior Lien
Pledged Revenues, which includes (primarily) a lien on and pledge of Net Revenues that is
junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority
Bonds but senior and superior to the lien there on and pledge thereof securing the repayment of
the Subordinate Lien Obligations and the Inferior Lien Obligations, upon satisfying each of the
following conditions precedent:
(1) 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 Net 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 Net 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 Junior Lien
Obligations, but such certificate shall not be dated prior to the date an ordinance is passed
authorizing the issuance of such Additional Junior Lien Obligations.
(2) Conditions Precedent for Issuance of Additional Junior Lien Obligations -
Capital Improvements and for any other Lawful Purpose except for Capital Additions or
for Refunding. The City covenants and agrees that Additional Junior Lien Obligations
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 (3) of this Section and Section 21 hereof,
respectively) unless and until the conditions precedent in Subsection (1) above have been
satisfied and, in addition thereto, the City has secured a certification of the City Manager
to the effect that, according to the books and records of the City, the Net Earnings (as
hereinafter defined) for the preceding Fiscal Year or for 12 consecutive months out of the
15 months immediately preceding the month the ordinance authorizing the Additional
Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual
Debt Service Requirements for all then -Outstanding Priority Bonds and Junior Lien
Obligations after giving effect to the Additional Junior Lien Obligations then proposed.
The foregoing notwithstanding, the City covenants and agrees that Additional Junior Lien
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Obligations may not be issued for the purpose of financing Capital Improvements when
other Outstanding Junior Lien Obligations which have been issued for the purpose of
financing Capital Additions and for which capitalized interest for such other Junior Lien
Obligations has been provided for at least the twelve months subsequent to the date of
issuance of the Additional Junior Lien Obligations then proposed to be issued, unless the
conditions precedent in Subsection (1) 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 (2) as set forth above
cannot be satisfied, the City has satisfied the conditions precedent in Subsection (3)(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
certification of the City Manager to the effect that, according to the books and records of
the City, the Net Earnings for the preceding Fiscal Year or for 12 consecutive months out
of the 15 months immediately preceding the month the ordinance authorizing the
Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average
Annual Debt Service Requirements for all then -Outstanding Priority Bonds and Junior
Lien Obligations (other than any Junior Lien Obligations 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 Junior Lien Obligations proposed to be issued) after
giving effect to the Additional Junior Lien Obligations then proposed to be issued.
(3) Conditions Precedent for Issuance of Additional Junior Lien Obligations -
Capital Additions: Initial Issue. The City covenants and agrees that Additional Junior
Lien Obligations will not be issued for the purpose of financing Capital Additions, unless
the same conditions precedent specified in Subsection (1) above have been satisfied and,
in addition thereto, either the relevant conditions precedent specified in Subsection (1)
above are satisfied or, in the alternative, the City shall have obtained: (i) from an
Engineer 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 Fiscal 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 an
Engineer to the effect that, based on an engineering report prepared thereby for each
Capital Addition, the projected Net Earnings for each of the five Fiscal Years subsequent
to the date the Capital Addition becomes commercially operative (as estimated in the
engineering report) will be equal to at least 1.15 times the Average Annual Debt Service
Requirements for the currently Outstanding Junior Lien Obligations or incurred and all
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Additional Junior Lien Obligations 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 Fiscal Year subsequent to the date the Capital Addition
is estimated to become commercially operative.
(4) Completion Issues. Once a Capital Addition has been initiated by meeting
the conditions precedent specified in Subsection (3)(i) and (ii) above and the initial Junior
Lien Obligations issued therefor are delivered, the City reserves the right to issue
Additional Junior Lien Obligations 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 (3)(i) and (ii) or Subsection (1) 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 Net Revenues of the System to be Outstanding
after the issuance of the Additional Junior Lien Obligations then being issued for the
period (the Forecast Period) of each ensuing Fiscal Year through the fifth Fiscal Year
subsequent to the latest estimated date such Capital Addition is expected to be
commercially operative; and (ii) an Engineer 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 Net Revenues of the System will be adequate to
pay all the obligations, payable from the Junior Lien Pledged Revenues of the System to
be Outstanding after the issuance of the Additional Junior Lien Obligations then being
issued for the Forecast Period and (B) the proceeds from the sale of such Additional
Junior Lien Obligations are estimated to be sufficient to complete such acquisition and
construction.
(5) Computations; Reports. With reference to Junior Lien Obligations
anticipated and estimated to be issued or incurred, the Average Annual Debt Service
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 any series of
Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which
payment shall be treated as an offset to regularly scheduled debt service of the series of
Junior Lien Obligations to which it relates. In the preparation of the engineering report
required in Subsection (3)(i) above, an Engineer 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 Junior Lien Obligations for Capital Additions, the
certification of the City Manager and an Engineer, 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.
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(6) Combination Issues. Junior Lien Obligations for Capital Additions may be
combined in a single issue with Junior Lien Obligations for Capital Improvements or for
any lawful purpose provided the conditions precedent set forth in Subsection (2) through
(4) are complied with as the same relate to the appropriate purpose.
(7) 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 and those items identified in the SECOND level of priority in Section 12
hereof, but not expenditures which, under standard accounting practice, should be
charged to capital expenditures.
(8) Determination of Net Earnings. In making a determination of Net
Earnings for any of the purposes described in this Section, the City Manager 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 City Manager's certification or opinion
based on such change in rates and charges being in effect for the entire period covered by
the City Manager's certificate or opinion.
C. The City may issue Additional Subordinate Lien Obligations secured by a lien on
and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and
pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged
Revenues, respectively, but senior and superior to the lien there on and pledge thereof securing
the repayment of the Inferior Lien Obligations, on the terms and conditions desired by the City,
subject only to the limitations imposed by applicable law and upon satisfying each of the
conditions precedent contained in the ordinances authorizing the issuance of the currently -
Outstanding Priority Bonds, this Ordinance, and the Previously Issued Subordinate Lien
Obligations.
D. The City may issue Additional Inferior Lien Obligations secured by a lien on and
pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge
thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues,
respectively, on the terms and conditions desired by the City, subject only to the limitations
imposed by applicable law and upon satisfying each of the conditions precedent contained in the
ordinances authorizing the issuance of the currently -Outstanding Priority Bonds, this Ordinance,
and, to the extent applicable, the Federal Contract.
SECTION 20: Refunding Bonds. The City reserves the right to issue refunding bonds to
refund all or any part of the currently Outstanding Debt, pursuant to any applicable law then
available, upon such terms and conditions as the City Council may deem to be in the best interest
of the City, and if less than all such currently Outstanding Debt are refunded, the conditions
precedent prescribed for the issuance of Additional Junior Lien Obligations set forth in
Section 19 of this Ordinance shall be satisfied and the City Managers' certification required in
Section 19 shall give effect to the Debt Service Requirements of the proposed refunding bonds
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(but shall not give effect to the Debt Service Requirements of the obligations being refunded
following their cancellation or provision being made for their payment).
SECTION 21: Issuance of Special Project Bonds. Nothing in this Ordinance shall be
construed to deny the City the right and it shall retain the right to issue Special Project Bonds,
provided, however, the City will not issue Special Project Bonds unless the City concludes, upon
recommendation of the City Council, that (i) the plan for developing the Special Project is
consistent with sound planning, (ii) the Special Project would not materially and adversely
interfere with the operation of the System, (iii) the Special Project can be economically and
efficiently operated and maintained, and (iv) the Special Project can be economically and
efficiently utilized by the City to meet combined utility system requirements and the cost of such
will be reasonable.
SECTION 22: Security of Funds. All money on deposit in the funds or accounts 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 or accounts shall be used only for the purposes permitted by this Ordinance
SECTION 23: Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas, the City covenants and agrees particularly that in the
event the City (a) defaults in the payments to be made to the Bond Fund, or (b) defaults in the
observance or performance of any other of the covenants, conditions, or obligations set forth in
this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus
issued by a court of proper jurisdiction compelling and requiring the governing body of the City
and other officers of the City to observe and perform any covenant, condition, or obligation
prescribed in this Ordinance.
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 remedy herein provided shall be cumulative of
all other existing remedies and the specification of such remedy shall not be deemed to be
exclusive.
For the avoidance of doubt, no default with respect to any obligation that is secured by
and payable from a lien on and pledge of Net Revenues that is junior and subordinate to the lien
thereon and pledge thereof securing the Priority Bonds shall ever be deemed to be a default with
respect to the Priority Bonds.
SECTION 24: 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
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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 25: Bonds Are Negotiable Instruments. Each of the Bonds authorized herein
shall be deemed and construed to be a "security" and as such a negotiable instrument with the
meaning of the Chapter 8 of the Texas Uniform Commercial Code.
SECTION 26: Cancellation. All Bonds surrendered for payment, transfer, redemption,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
directed by the City.
SECTION 27: Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond
is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive
evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is
delivered to the City and the Paying Agent/Registrar such security or indemnity as may be
required to save each of them harmless, then, in the absence of notice to the City or the Paying
Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall
execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same
Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not
contemporaneously Outstanding.
In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such
Bond.
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.
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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 28: Sale of Bonds- Official Statement Approval — Approval of Purchase
Contract. The Bonds authorized by this Ordinance are hereby sold by the City to
, 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 , 20 (the Purchase Contract) attached
hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all
purposes. The pricing terms of the sale of the Bonds are hereby found and determined to be the
most advantageous reasonably obtainable by the City. The Initial Bond(s) shall be registered in
the name of . Any Authorized Official 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 City hereby ratifies, confirms, and approves in all respects (i) the City's
prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in
accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary
Official Statement by the Purchasers in connection with the public offering and sale of the
Bonds. 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 Official), shall be and is hereby in all respects approved and the Purchasers are
hereby authorized to use and distribute the final Official Statement, dated , 20_, in
the reoffering, sale and delivery of the Bonds to the public. The Mayor and/or City Secretary are
further authorized and directed to manually execute and deliver for and on behalf of the City
copies of the Official Statement in final form as may be required by the Purchasers, and such
final Official Statement in the form and content manually executed by said officials shall be
deemed to be approved by the City Council and constitute the Official Statement authorized for
distribution and use by the Purchasers.
SECTION 29: Escrow and Trust Agreement - Approval and Execution. The Escrow and
Trust Agreement dated as of November 18, 2014 (the Agreement) by and between the City and
, Texas (the Escrow Agent), attached hereto as Exhibit C and incorporated
herein by reference as a part of this Order for all purposes, is hereby approved as to form and
content, and such Agreement in substantially the form and substance attached hereto, together
with such changes or revisions as may be necessary to accomplish the refunding or benefit the
City, is hereby authorized to be executed by the Mayor and City Secretary for and on behalf of
the City and as the act and deed of this City Council; and such Agreement as executed by said
officials shall be deemed approved by the City Council and constitute the Agreement herein
approved.
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Furthermore, any Authorized Official and Bond Counsel, in cooperation with the Escrow
Agent, are hereby authorized and directed to make the necessary arrangements for the purchase
of the Escrowed Securities, if any, referenced in the Agreement and the delivery thereof to the
Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of
the "CITY OF CORPUS CHRISTI, TEXAS JUNIOR LIEN REVENUE REFUNDING BONDS,
SERIES 2015 ESCROW FUND" (the Escrow Fund), including the execution of the subscription
forms, if any, for the purchase and issuance of the "United States Treasury Securities - State and
Local Government Series" for deposit to the Escrow Fund; all as contemplated and provided by
the provisions of the Act, this Ordinance, and the Agreement.
SECTION 30: Proceeds of Sale; Contribution from the City Immediately following the
delivery of the Bonds, certain proceeds of sale along with a cash contribution, if any, from the
City (less certain costs of issuance and accrued interest, if any, received from the Purchasers of
the Bonds) shall be deposited with the Escrow Agent for application and disbursement in
accordance with the provisions of the Escrow Agreement. The proceeds of sale of the Bonds not
so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be
disbursed for payment of costs of issuance or deposited in the Bond Fund for the Bonds, all in
accordance with written instructions from the City Manager. Amounts held in the interest and
sinking fund for the Refunded Obligations and not used as part of the City's contribution to the
Escrow Fund, if any, shall be deposited into the Bond Fund and used to pay principal on the
Bonds.
SECTION 31: Redemption of Refunded Obligations. The Refunded Obligations
referenced in the preamble hereof become subject to redemption prior to their stated maturities at
the price of par and accrued interest to their respective date of redemption. The City shall give
written notice to the paying agent/registrar for each series of Refunded Obligations that the
Refunded Obligations have been called for redemption, and the City Council orders that such
obligations are called for redemption on the applicable redemption dates set forth on Schedule I
attached hereto, and such order to redeem the Refunded Obligations on such dates shall be
irrevocable upon the delivery of the Bonds. A copy of each notice of redemption pertaining to
the applicable series of Refunded Obligations is attached to this Ordinance as Exhibit D and is
incorporated herein by reference for all purposes. The paying agent/registrar for each series of
Refunded Obligations is authorized and instructed to provide notices of these redemptions to the
holders of the Refunded Obligations in the form and manner described in the applicable City
ordinance authorizing the issuance of the Refunded Obligations.
SECTION 32: Covenants to Maintain Tax -Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings:
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.
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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
(a) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations; and
(b) the Bonds and the Concurrently Issued Bonds, treated as a single
issue, has the meaning set forth in Section 1.148-4 of the Regulations.
B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on
any Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Bond, the City shall comply
with each of the specific covenants in this Section.
C. No Private Use or Private Payments. Except as would 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 (including property financed with Gross
Proceeds of the Refunded Obligations), and not use or permit the use of such Gross
Proceeds (including all contractual arrangements with terms different than those
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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.
D. No Private Loan. Except as would not cause the Bonds to become "private
activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings
thereunder, the City shall not use Gross Proceeds of the Bonds (including property financed with
Gross Proceeds of the Refunded Obligations), 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 as would 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(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
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records of accounting for at least six years after the day on which the last Outstanding
Bond is discharged. However, to the extent permitted by law, the City may commingle
Gross Proceeds of the Bonds with other money of the City, provided that the City
separately accounts for each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall calculate
the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and
the Regulations and rulings thereunder. The City shall maintain such calculations with its
official transcript of proceedings relating to the issuance of the Bonds until six years after
the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to induce such
purchase by measures designed to insure the excludability of the interest thereon from the
gross income of the owners thereof for federal income tax purposes, the City shall pay to
the United States out of the Bond Fund or its general fund, as permitted by applicable
Texas statute, regulation or opinion of the Attorney General of the State of Texas, the
amount that when added to the future value of previous rebate payments made for the
Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148-
3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such
date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the
Rebate Amount on such date. In all cases, the rebate payments shall be made at the
times, in the installments, to the place and in the manner as is or may be required by
section 148(f) of the Code and the Regulations and rulings thereunder, and shall be
accompanied by Form 8038-T or such other forms and information as is or may be
required by section 148(f) of the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors are
made in the calculations and payments required by paragraphs (2) and (3), and if an error
is made, to discover and promptly correct such error within a reasonable amount of time
thereafter (and in all events within one hundred eighty (180) days after discovery of the
error), including payment to the United States of any additional Rebate Amount owed to
it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection H of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Bonds not been
relevant to either party.
J. Bonds Not Hedge Bonds.
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(1) At the time the original bonds refunded by the Bonds were issued, the
District reasonably expected to spend at least 85% of the spendable proceeds of such
bonds within three years after such bonds were issued.
(2) Not more than 50% of the proceeds of the original bonds refunded by the
Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield
for a period of four years or more.
(3) The District reasonably expects to spend 85% of the spendable years after
the date of issuance thereof.
K. Current Refunding of the Refunded Obligations. The Bonds are issued, in part, to
refund the Refunded Obligations set forth on Schedule I hereto [listed as Item Numbers and
] (the Current Refunded Obligations), and the Bonds will be issued, and the proceeds thereof
used, within 90 days after the Closing Date for the redemption of a portion of the Current
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(d)(4) of the Code, apart from savings attributable to lower interest rates. The City has
complied with the covenants, representations, and warranties contained in the documents
executed in connection with the issuance of the Current Refunded Obligations.
L. Qualified Advance Refunding. The Bonds are issued, in part, to refund the
Refunded Obligations set forth on Schedule I hereto [listed as Item Numbers and ] (the
Advance Refunded Obligations), and the Bonds will be issued more than 90 days before the
redemption of a portion of the Advance Refunded Obligations. The City represents as follows:
(1) The Bonds are the "first advance refunding" of any original bonds issued
after 1985 and are the "first or second advance refunding" of any original bonds issued
before 1986, both within the meaning of section 149(d)(3) of the Code.
(2) A portion of the Advance Refunded Obligations are being called for
redemption, and will be redeemed: (i) in the case of Advance Refunded Obligations
issued after 1985, not later than the earliest date on which such bonds may be redeemed
and on which the City will realize present value debt service savings (determined without
regard to administrative expenses) in connection with the issuance of the Bonds; and (ii)
in the case of Advance Refunded Obligations issued before 1986, not later than the
earliest date on which such issue may be redeemed at par or at a premium of 3 percent or
less and on which the City will realize present value debt service savings (determined
without regard to administrative expenses) in connection with the issuance of the Bonds.
(3) The initial temporary period under section 148(c) of the Code will end: (i)
with respect to the proceeds of the Bonds used to refund the Advance Refunded
Obligations not later than 30 days after the date of issue of such Bonds; and (ii) with
respect to proceeds of the Advance Refunded Obligations on the Closing Date if not
ended prior thereto.
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(4) On and after the date of issue of the Bonds, no proceeds of the Refunded
Obligations will be invested in Nonpurpose Investments having a Yield in excess of the
Yield on such Advance Refunded Obligations.
(5) The Bonds are being issued for the purposes stated in the preamble of this
Ordinance. There is a present value savings associated with the refunding. In the
issuance of the Bonds the City has: (i) neither issued more bonds, nor issued bonds
earlier, and will not allow bonds to remain outstanding longer, than reasonably necessary
to accomplish the governmental purposes for which the Bonds were issued; (ii) not
employed an "abusive arbitrage device" within the meaning of Section 1.148-10(a) of the
Regulations; and (iii) not employed a "device" to obtain a material financial advantage
based on arbitrage, within the meaning of section 149(d)(4) of the Code, apart from
savings attributable to lower interest rates.
M. Elections. The City hereby directs and authorizes each Authorized Official, or
any combination of them, to make elections permitted or required pursuant to the provisions of
the Code or the Regulations, as they deem necessary or appropriate in connection with the
Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or
document. Such elections shall be deemed to be made on the Closing Date.
SECTION 33: Control and Custody of Bonds. The Mayor shall be and is hereby
authorized to take and have charge of all necessary orders and records pending investigation by
the Attorney General of the State of Texas and shall take and have charge and control of the
Bonds pending their approval by the Attorney General of the State of Texas, the registration
thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the
Bonds to the Purchasers.
Furthermore, any Authorized Official or any combination of them 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 and their
registration by the Comptroller of Public Accounts and, together with the City's Bond Counsel
and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial
Bond(s) to the Purchasers.
SECTION 34: Satisfaction of Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Bonds, at the times and in the manner stipulated in this Ordinance, then the lien on and
pledge of Junior Lien Pledged Revenues made 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.
The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within
the meaning and with the effect expressed above in this Section when (i) money sufficient to pay
in full such Bonds or the principal amount(s) thereof at Stated Maturity or 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, or (ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
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authorized escrow agent, which Government Securities have, in the case of a net defeasance,
been certified by an independent accounting firm to mature as to principal and interest in such
amounts and at such times as will insure the availability, without reinvestment, of sufficient
money, together with any money deposited therewith, if any, to pay when due the principal of
and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated
Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable
arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption
date thereof for the Bonds. In the event of a gross defeasance of the Bonds, the City shall deliver
a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third
party concerning the deposit of cash and/or Government Securities to pay, when due, the
principal of, redemption premium (if any), and interest due on any defeased Bonds. The City
covenants that no deposit of money or Government Securities will be made under this Section
and no use made of any such deposit which would cause the Bonds to be treated as arbitrage
bonds within the meaning of section 148 of the Code (as defined in Section 32 hereof).
Any money so deposited with the Paying Agent/Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow
agent, pursuant to this Section which is not required for the payment of the Bonds, or any
principal amount(s) thereof, or interest thereon with respect to which such money has been so
deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any
money held by the Paying Agent/Registrar for the payment of the principal of and interest on the
Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity, or
applicable redemption date, of the Bonds such money was deposited and is held in trust to pay
shall upon the request of the City be remitted to the City against a written receipt therefor,
subject to the unclaimed property laws of the State of Texas.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby
provided that any determination not to redeem defeased Bonds that is made in conjunction with
the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable,
provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves
the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that
right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that
notice of the reservation be included in any redemption notices that it authorizes; and (4) at the
time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased
debt as though it was being defeased at the time of the exercise of the option to redeem the
defeased Bonds, after taking the redemption into account in determining the sufficiency of the
provisions made for the payment of the defeased Bonds.
SECTION 35: Ordinance a Contract; Amendments - Outstanding Bonds. The City
acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the
Holders from time to time, binding on the City and its successors and assigns, and it shall not be
amended or repealed by the City so long as any Bond remains Outstanding except as permitted in
this Section. The City may, without the consent of or notice to any Holders, from time to time
and at any time, amend this Ordinance in any manner not detrimental to the interests of the
Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission
herein. In addition, the City may, with the written consent of Holders holding a majority in
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aggregate principal amount of the Bonds 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 Bonds, no such amendment, addition, or rescission shall (1) extend the time or
times of payment of the principal of and interest on the Bonds, reduce the principal amount
thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify
the terms of payment of the principal of or interest on the Bonds, (2) give any preference to any
Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for
consent to any such amendment, addition, or rescission.
SECTION 36: Printed Opinion. The Purchasers' obligation to accept delivery of the
Bonds is subject to their being furnished a final opinion of Fulbright & Jaworski LLP, as Bond
Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered
as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy
of said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining
thereto executed by facsimile signature of the City's Secretary is hereby approved and
authorized.
SECTION 37: 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 38: Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 39: 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, Financial
Advisors, the Paying Agent/Registrar, and the Holders.
SECTION 40: Inconsistent Provisions. All resolutions and ordinances, 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 resolved herein.
SECTION 41: 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 42: 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.
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SECTION 43: Incorporation of Preamble Recitals. The recitals contained in the
preamble hereof are hereby found to be true, and such recitals are hereby made a part of this
Ordinance for all purposes and are adopted as a part of the judgment and findings of the City
Council.
SECTION 44: Authorization of Paying Agent/Registrar Agreement. The City Council
hereby finds and determines that it is in the best interest of the City to authorize the execution of
a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of
the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially
final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance.
SECTION 45: 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 46: Continuing Disclosure of Information.
A. Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
EMMA means the MSRB's Electronic Municipal Market Access system, accessible by
the general public, without charge, on the internet through the uniform resource locator (URL)
http ://www.emma.msrb.org.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
B. Annual Reports. The City shall file annually with the MSRB, (1) within six
months after the end of each Fiscal Year of the City ending in or after 2015, financial
information and operating data with respect to the System of the general type included in the
final Official Statement authorized by Section 28 of this Ordinance, being the information
described in Exhibit E hereto, and (2) if not provided as part such financial information and
operating data, audited financial statements of the City, when and if available. Any financial
statements 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) audited, if the City
commissions an audit of such financial statements and the audit is completed within the period
during which they must be provided. If the audit of such financial statements is not complete
within such period, then the City shall file unaudited financial statements within such period and
audited financial statements for the applicable Fiscal Year to the MSRB, when and if the audit
report on such statements becomes available.
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If the City changes its Fiscal Year, it will file notice thereof with the MSRB of the change
(and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise
would be required to provide financial information and operating data pursuant to this Section.
C. Notice of Certain Events. The City shall file notice of any of the following events
with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days
after occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB), or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
(7)
(8)
(9)
Modifications to rights of Holders of the Bonds, if material;
Bond calls, if material, and tender offers;
Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds,
if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material; and
(14) Appointment of a successor or additional Paying Agent/Registrar or the
change of name of a Paying Agent/Registrar, if material.
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For these purposes, any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall file notice with the MSRB, in a timely manner, of any failure by the City
to provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations, Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person" with respect to the Bonds within the meaning of the
Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be
no longer Outstanding.
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
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.
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The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal
amount (or any greater amount required by any other provision of this Ordinance that authorizes
such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the Holders and beneficial owners of the
Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or
repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, and the City also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a)
such provisions as so amended and (b) any amendments or interpretations of the Rule. If the
City so amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
E. Information Format — Incorporation by Reference. The City information required
under this Section shall be filed with the MSRB through EMMA in such format and
accompanied by such identifying information as may be specified from time to time thereby.
Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA
must be in word -searchable portable document format (PDF) files that permit the document to be
saved, viewed, printed, and retransmitted by electronic means and the series of obligations to
which such continuing disclosure documents relate must be identified by CUSIP number or
numbers.
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 47: Book -Entry Only System. The Bonds are initially 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 Bond(s)
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
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effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit G
(the Representation Letter).
With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any
broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to
time as securities depository (a Depository Participant) or to any person on behalf of whom such
a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without
limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have
no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede &
Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the
delivery to any Depository Participant or any other person, other than a registered owner of the
Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any
notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect
Participant or any other Person, other than a Holder of a Bond, of any amount with respect to
principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person
other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond
certificate evidencing the obligation of the City to make payments of principal, premium, if any,
and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or
drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such
new nominee of DTC.
In the event that (a) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (b) the Representation Letter
shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest
of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall
notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability
within a reasonable period of time through DTC of bond certificates, and the Bonds shall no
longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that
time, the City may determine that the Bonds shall be registered in the name of and deposited
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 48: 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
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necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial
sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, and the
Purchase Contract. In addition, prior to the initial delivery of the Bonds, each Authorized
Official and Bond Counsel are hereby authorized and directed to approve any technical changes
or corrections to this Ordinance or to any of the instruments authorized and approved by this
Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Ordinance and as
described in the Official Statement, (ii) obtain a rating from any of the national bond rating
agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In
case any officer of the City whose signature shall appear on any certificate shall cease to be such
officer before the delivery of such certificate, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
SECTION 49: 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 50: 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 51: Automatic Budget Amendments to Reflect Final Debt Service Payments.
To the extent that the City Council has adopted an annual budget that includes payment of debt
service on any Bonds issued (or to be issued) pursuant to this Ordinance based on the City's
reasonable expectations and projections relative to those Bonds, such budget entries shall, upon
the issuance of Bonds, be automatically adjusted to reflect actual debt service payments on those
Bonds coming due during the period of time covered by such budget. Each Authorized Official,
or the designee thereof, is authorized to make such necessary budget entries and/or adjustments
to reflect these final debt service amounts.
SECTION 52: Covenant to Not Issue New Money Additional Priority Bonds.
Notwithstanding its ability to do so pursuant to the terms of the City ordinances authorizing the
issuance of the Previously Issued Priority Bonds (the Priority Bonds Ordinances), the City shall
no longer issue "Additional Priority Bonds" (as such term is defined in the Priority Bonds
Ordinances) for new money purposes. This prohibition does not prohibit the issuance of
Additional Priority Bonds for any refunding purposes permitted under Chapter 1207, as
amended, Texas Government Code.
SECTION 53: Covenants of Compliance. The City shall faithfully and punctually
perform all duties with reference to the System required by the Act, all other applicable laws of
the State of Texas, and the provisions of this Ordinance and that the City shall render no free
service to any customers or other persons.
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SECTION 54: 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 55: Effective Date. This Ordinance shall be in force and effect from and after
its final passage, and it is so resolved.
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SIGNED AND SEALED THIS 18th DAY OF NOVEMBER, 2014.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
(SEAL)
APPROVED THIS 18th DAY OF NOVEMBER, 2014:
Miles Risley, City Attorney
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THE STATE OF TEXAS
COUNTY OF NUECES
CITY OF CORPUS CHRISTI
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 18th
day of November, 2014, authorizing the issuance of the City's Utility System Revenue
Refunding Bonds, as further designated by series, 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 18th day of November,
2014.
82296566.7
City Secretary
(CITY SEAL)
S-2
The foregoing ordinance was read for the first time and passed to its second reading on this the
11th day of November, 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Rioj as
Priscilla Leal Mark Scott
David Loeb
That the foregoing ordinance was read for the second time and passed finally on this the 18th day
of November, 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Rioj as
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the 18th day of November, 2014.
ATTEST:
Rebecca Huerta Nelda Martinez
City Secretary Mayor
82296566.7
S-3
INDEX TO SCHEDULES AND EXHIBITS
Schedule I Schedule of Refunded Obligations
Schedule II Approval Certificate
Exhibit A Paying Agent/Registrar Agreement
Exhibit B Purchase Contract
Exhibit C Escrow and Trust Agreement
Exhibit D Notices of Redemption
Exhibit E Description of Annual Financial Information
Exhibit F Form of Reimbursement Agreement
Exhibit G DTC Letter of Representations
82296566.7
S-4
SCHEDULE I
Schedule of Refunded Obligations
(1) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series
2003", dated May 15, 2003, in the original principal amount of 28,870,000 and maturing on July
15, 2015 in the aggregate principal amount of $3,415,000. The redemption date for these
Refunded Obligations is March 1, 2015.
(2) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series
2005", dated January 1, 2005, in the original principal amount of $70,390,000 and maturing on
July 15 in each of the years 2018 through 2020 in the aggregate principal amount of
$27,520,000. The redemption date for these Refunded Obligations is July 15, 2017.
(3) "City of Corpus Christi, Texas Utility System Revenue Refunding and
Improvement Bonds, Series 2006", dated October 1, 2006, in the original principal amount of
$84,415,000 and maturing on July 15 in each of the years 2017 through 2026 in the aggregate
principal amount of $54,290,000. The redemption date for these Refunded Obligations is July
15, 2016.
(4) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds,
Series 2009", dated March 1, 2009, in the original principal amount of $96,490,000 and maturing
on July 15 in each of the years 2019 through 2027, July 15, 2029, July 15, 2033, and July 15,
2039 in the aggregate principal amount of $81,015,000. The redemption date for these Refunded
Obligations is July 15, 2018.
82296566.7
Schedule I-1
82296566.7
SCHEDULE II
Approval Certificate
See Tab No.
Schedule II -1
82296566.7
EXHIBIT A
Paying Agent/Registrar Agreement
See Tab No.
A-1
82296566.7
EXHIBIT B
Purchase Contract
See Tab No.
B-1
82296566.7
EXHIBIT C
Escrow and Trust Agreement
See Tab No.
C-1
82296566.7
EXHIBIT D
Notices of Redemption
See Tab No.
D-1
EXHIBIT E
Description of Annual Financial Information
The following information is referred to in Section 46 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, unaudited financial
statements of the City for the most recently concluded Fiscal Year.
2. Tables 1 through 23 contained in the Official Statement; and the Audited Financial
Statement of the City, as set forth in Appendix B to the Official Statement.
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.
82296566.7
E-1
82296566.7
EXHIBIT F
Form of Reimbursement Agreement
F-1
82296566.7
EXHIBIT G
DTC Letter of Representations
See Tab No.
G-1
AGENDA MEMORANDUM
First Reading for the City Council Meeting of November 11, 2014
Second Reading for the City Council Meeting of November 18, 2014
DATE: November 11, 2014
TO: Ronald L. Olson, City Manager
FROM: Lawrence Mikolajczyk, Director of Solid Waste Operations
LawM@cctexas.com
(361) 826-1972
Constance P. Sanchez, Director of Financial Services
ConstanceP@cctexas.com
(361) 826-3227
Appropriation of Funds for Solid Waste Debt Service Payment
CAPTION:
Ordinance appropriating $1,100,000 from the unreserved fund balance in the No. 1020
General Fund and transferring to and appropriating in the No. 2010 Debt Service Fund
to pay principal and interest in Fiscal Year (FY) 2014-2015 for Solid Waste certificates
of obligation; and changing the FY 2014-2015 Operating Budget adopted by Ordinance
No. 030294 to increase revenues by $1,100,000 and expenditures by $1,100,000 in the
No. 2010 Debt Service Fund and to increase expenditures by $1,100,000 in the General
Fund.
PURPOSE:
The City plans on issuing Combination Tax and Revenue Taxable Certificates of
Obligation (Landfill Project) in an amount not to exceed $14,500,000 in fiscal year (FY)
2014-2015. Funding for the debt service payment was not included in the FY2014-2015
operating budget. Therefore, this item is needed to align funding for the debt service
payment in FY2014-2015.
BACKGROUND AND FINDINGS:
The City plans on issuing Combination Tax and Revenue Taxable Certificates of
Obligation in an amount not to exceed $14,500,000 to fund public health and safety
projects related to the J. C. Elliott Transfer Station and Cefe Valenzuela Landfill outlined
in the FY 2014-2015 Capital Improvement Plan. The FY 2014-2015 debt service
payment is estimated to be approximately $1,100,000, but this was not included in the
FY 2014-2015 operating budget. Therefore, staff is recommending this payment be
appropriated from the unreserved fund balance of the General Fund from excess funds
generated by Solid Waste in FY 2013-2014 and prior fiscal years. The solid waste fees
in future fiscal year are anticipated to generate sufficient revenues to fund these
certificates.
ALTERNATIVES: n/a
OTHER CONSIDERATIONS: n/a
CONFORMITY TO CITY POLICY:
This item conforms to City policy.
EMERGENCY / NON -EMERGENCY: n/a
DEPARTMENTAL CLEARANCES:
Solid Waste Services
Financial Services
Bond Counsel
Legal Department
FINANCIAL IMPACT:
❑ Not Applicable X Operating Expense
❑ Revenue
❑ CIP
FISCAL YEAR:
Project to Date Exp.
(CIP Only)
Current
Year
Future
Years
TOTALS
Budget
-
$
1
$
Encumbered/Expended
amount of (date)
-
-
-
This item
-
$ 1,100,000-
$ 1,100,000
BALANCE
$ 1,100,000
-
$ 1,100,000
FUND(S): Debt Service Fund
COMMENTS: n/a
RECOMMENDATION:
Staff recommends approval of the ordinance as presented.
LIST OF SUPPORTING DOCUMENTS:
Ordinance
Page 1 of 2
Ordinance
Ordinance appropriating $1,100,000 from the unreserved fund balance in the
No. 1020 General Fund and transferring to and appropriating in the No. 2010
Debt Service Fund to pay principal and interest in Fiscal Year (FY) 2014-2015
for Solid Waste certificates of obligation; and changing the FY 2014-2015
Operating Budget adopted by Ordinance No. 030294 to increase revenues by
$1,100,000 and expenditures by $1,100,000 in the No. 2010 Debt Service Fund
and to increase expenditures by $1,100,000 in the General Fund
Be it ordained by the City Council of the City of Corpus Christi, Texas:
SECTION 1. That $1,100,000 is appropriated from the unreserved fund balance in the
No. 1020 General Fund and transferred to and appropriated in the No. 2010 Debt
Service Fund to pay principal and interest in fiscal year 2014-2015 for Solid Waste
certificates of obligation.
SECTION 2. That the FY 2014-2015 operating budget adopted by Ordinance 030294 is
amended to increase revenues by the actual amount of the debt payment up to
$1,100,000 and expenditures by up to $2,200,000.
ATTEST: CITY OF CORPUS CHRISTI
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
Page 2 of 2
That the foregoing ordinance was read for the first time and passed to its second
reading on this the day of , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
That the foregoing ordinance was read for the second time and passed finally on this
the day of , by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the day of
ATTEST:
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
AGENDA MEMORANDUM
First Reading for the City Council Meeting of November 11, 2014
Second Reading for the City Council Meeting of November 18, 2014
DATE: November 11, 2014
TO: Ronald L. Olson, City Manager
FROM: Tom Tagliabue, Director of Intergovernmental Relations
TomTag@cctexas.com
(316) 826-3850
Constance P. Sanchez, Director of Financial Services
ConstanceP@cctexas.com
(361) 826-3227
Issuance of Tax Notes Related to Texas Military Preparedness Commission
CAPTION:
Ordinance by the City of Council of the City of Corpus Christi, Texas authorizing the
issuance of "City of Corpus Christi, Texas Tax notes, Series 2014A" in an amount not to
exceed $5,090,000, levying an annual ad valorem tax, within the limitations prescribed
by law, for the payment of the obligations; prescribing the form, terms, conditions, and
resolving other matters incident and related to the issuance, sale, and delivery of the
obligations; authorizing the execution of paying agent/registrar agreement and a
purchase and investment letter; complying with the provisions of the depository trust
company' s letter of representations; and providing an effective date.
PURPOSE:
The City plans on calling for redemption prior to stated maturity two outstanding bond
issuances: "City of Corpus Christi, Texas General Improvement Bonds, Series 2007"
and "City of Corpus Christi, Texas Combination Tax and Utility System Revenue
Certificates of Obligation, Series 2007". Subsequently, the City plans on issuing up to
$5,090,000 of Tax Notes to fund projects associated with the Texas Military
Preparedness Commission.
BACKGROUND AND FINDINGS:
Following the 2005 round of Base Realignment and Closure (BRAC), the City of Corpus
Christi (City) received a $10,507,390 loan from Texas Military Value Revolving Loan
Fund through the Texas Military Preparedness Commission (TMPC) for two projects: (1)
the expansion and reconstruction of Port Avenue from 1-37 to US 181 and (2) the
realignment of Flour Bluff Drive and extension of the Waldron Field runway. The Texas
Department of Transportation (TxDOT), through the Corpus Christi Metropolitan
Planning Organization (CCMPO), provided a $10,878,300 match for the Port Avenue
project making the total for both projects $21,385,690.
The City of Corpus Christi issued two series of debt in 2007: (1) a series of 2004
voter -approved general obligation bonds and (2) a series of non -voted certificates of
obligations (COs) to repay the TMPC loan. Together the two bond debts are referred to
as the 2007 Obligations.
Both series were sold to the Texas Public Finance Authority (TPFA), acting on behalf
of the Texas Military Preparedness Commission, to provide the City with assistance
for projects targeting infrastructure related to military facilities located in and around
the City. In order to provide a source of funding for the purchase of the City's 2007
Obligations, the TPFA sold its own bonds (Source Bonds). The TPFA, in turn, uses the
money that the City sends for its debt service payments on the 2007 Obligations to
make its debt service payments on their Source Bonds. The Port Avenue project was
completed, but there is approximately $2.4 million in unspent funds remaining from that
project. The Waldron Field/Flour Bluff Drive project was never started due to opposition
to the project, so approximately $2.4 million remains in unspent funds from that project.
The debt instruments, ordinances and loan contract prevent the remaining loan balance
from being used for purposes other than the original projects. The City continues to
make regular debt service payments on the principal and interest, but cannot pay off the
remaining debt until 2016 because the City's 2007 Obligations nor the Source Bonds
are callable until September 2016.
In order to repurpose the remaining proceeds, the City needs t h e consent of t h e
TPFA (as the sole holder of 2007 COs) to amend the ordinance authorizing the
issuance of the 2007 COs to allow for another purpose and needs permission from
the TMPC to use the remaining proceeds for additional military value projects.
The City's bond counsel has proposed a transaction whereby the City will issue new
tax notes while the TPFA simultaneously (or shortly thereafter) agrees (i) to an early
and immediate redemption of the original 2007 Obligations and (ii) to purchase, on
behalf of the TMPC (as it originally did in 2007 in connection with the issuance of the
2007 Obligations), the new tax notes. The City will pay to the TPFA the redemption
amount of the 2007 Obligations (which should closely resemble the amount of
unspent proceeds of 2007 Obligations); and the TPFA will then immediately turn
around and use those proceeds to purchase the City's new 2014 tax notes.
This process should be neutral to the TPFA since the TPFA will still have a source of
payment of debt service of its Source Bonds which will now be the City's new debt.
Likewise, the City should also be in relatively neutral position, as well.
The military value projects that are proposed to be financed with these tax notes
are as follows:
1. Sam Rankin Road Improvement
To improve access and flow to the Strategic Military Port at the Port of Corpus
Christi, Sam Rankin Road needs to be reconstructed. The project is a partnership
between the Port of Corpus Christi and the City of Corpus Christi, to enhance
access to Sam Rankin Road, which directly serves the staging lots and the
railyard adjacent to the road and leading to Dock 8, 14 or 15 on the south side of
the Corpus Christi Ship Channel, commonly referred to as the roll-on, roll -off
docks. From this location, the Port moves shipments of military equipment by
highway and rail to and from the forts and overseas installations. The Ports of
Beaumont and Corpus Christi handled more than 50 percent of the equipment
and material deployed to Iraq and Afghanistan since 2003. Sam Rankin Road will
be expanded to a 28 -foot wide road section from Port Avenue to West Broadway
Street to include curb and gutter, storm water drains, and subsurface storm water
sewer system. Funding of $1,318,030 is needed for the City's share
(approximately 76%) of the project to cover engineering design, roadway
construction and utilities. The Port of Corpus Christi's funding commitment
(approximately 24%) is $408,094 million for a total project cost of $1,726,125.
2. Land Acquisitions of Clear Zones, Accident Prevention Zones and
Encroachments
The City of Corpus Christi, Nueces County and Naval Air Station Corpus Christi
(NASCC) completed a Joint Land Use Study (JLUS) in 2013. The JLUS included
recommendations for annexation and acquisition of land to ensure compatibility
with the flight training mission of NASCC. The City has identified several parcels of
land both inside and outside city limits it may wish to acquire within clear zones,
accident prevention zones and other encroachment sites in close proximity to
NASCC and its outlying airfields (Cabaniss, Waldron and the Corpus Christi
International Airport) to create buffer zones. Eliminating potential land use
incompatibilities will enhance readiness activities and ensure continuation of the
military mission at NASCC. The City would consider acquisition of fee simple title,
development easements, conservation easements, or other instruments that would
prohibit incompatibilities and protect the mission and purpose of NASCC. The City
estimates $1.7 million for these various strategies, but will only consider
transactions from a willing seller. No eminent domain authority will be used.
3. NASCC South Gate Truck Lane
As part of Force Protection Initiative, there is a need for a separate truck lane at
the South Gate of NASCC on NAS Drive. Funds are needed to plan, design,
engineer, relocate utilities, and construct the required serpentine lane inside and
outside the NASCC South Gate. NASCC will prepare planning document with
specifications. Through an MOA with the City, the City would solicit bids for and
oversee construction. The estimated budget for the new truck lane is $1.5 million.
4. NASCC Fence Line Replacement
As part of Force Protection Initiative, various segments of security fence line
around NASCC need to be replaced. The fences are old, have gaps, and do not
conform to current homeland security standards. Enhanced fencing will address
security needs and potential encroachments. The estimated budget for fence
replacement is approximately $500,000.
5. CCIA Taxiway Expansion & Safety Enhancements
Widen a taxiway at Corpus Christi International Airport (CCIA) from 50 feet to 75
feet and construct fillets to improve safe transit of US Coast Guard (USCG) assets
from CCIA taxiways to the USCG apron. Further enhances safety by moving all
Coast Guard planes from NASCC to CCIA. The estimated budget is approximately
$356,000. The private vendor constructing and leasing the new hangar for the
USGC is spending $344,755 to construct a 50 -foot wide by 200 -foot long section of
taxiway. The City's loan funds would expand the taxiway and mitigate 90 degree
turning movements on the apron.
The TPFA is scheduled to consider the City's refunding request on Thursday,
December 4, 2014, in Austin. The City is then required to submit a new loan application
to the TMPC, which is scheduled to consider the application for the military value
projects later in the day on Thursday, December 4, 2014.
ALTERNATIVES: n/a
OTHER CONSIDERATIONS: n/a
CONFORMITY TO CITY POLICY:
This item conforms to City policy.
EMERGENCY / NON -EMERGENCY: n/a
DEPARTMENTAL CLEARANCES:
Office of Intergovernmental Relations
Capital Projects
Bond Counsel
Legal Department
FINANCIAL IMPACT:
❑ Not Applicable
Operating Expense
X Revenue
CIP
FISCAL YEAR:
Project to Date Exp.
(CIP Only)
Current
Year
Future
Years
TOTALS
Budget
-
$5,090,000
-
$ 5,090,000
Encumbered/Expended
amount of (date)
-
-
-
-
This item
-
$5,090,000
-
$ 5,090,000
BALANCE
-
-
-
-
FUND(S): CIP Funds
COMMENTS: n/a
RECOMMENDATION:
Staff recommends approval of the ordinance as presented.
LIST OF SUPPORTING DOCUMENTS:
Ordinance
DRAFT 11/5/2014
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF
CORPUS CHRISTI, TEXAS TAX NOTES, SERIES 2014A" IN AN
AMOUNT NOT TO EXCEED $5,090,000, LEVYING AN ANNUAL AD
VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW,
FOR THE PAYMENT OF THE OBLIGATIONS; PRESCRIBING THE
FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS
INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND
DELIVERY OF THE OBLIGATIONS; AUTHORIZING THE
EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND
A PURCHASE AND INVESTMENT LETTER; COMPLYING WITH THE
PROVISIONS OF THE DEPOSITORY TRUST COMPANY'S LETTER OF
REPRESENTATIONS; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, pursuant to the provisions of Chapter 1431, as amended, Texas Government
Code (the Act), the City Council (the Governing Body) of the City of Corpus Christi, Texas (the
Issuer) is authorized and empowered to issue anticipation notes to pay contractual obligations
incurred or to be incurred for the construction of any public works, for the purchase of materials,
supplies, equipment, machinery, buildings, lands, and rights-of-way for the Issuer's authorized
needs and purposes, and for professional services, including services provided by tax appraisers,
engineers, architects, attorneys, auditors, mapmakers, financial advisors, and fiscal agents; and
WHEREAS, in accordance with the provisions of the Act, the Governing Body hereby
finds and determines that anticipation notes should be issued and sold at this time to finance the
costs of paying contractual obligations to be incurred for the (1) designing, acquiring,
constructing, renovating, and improving , and (2) payment of professional
services related to the design, construction and financing of the aforementioned projects; and
WHEREAS, in accordance with the provisions of Chapter 436, as amended, Texas
Government Code, the City has submitted an application to the Texas Military Preparedness
Commission (the TMPC) seeking financial assistance for the projects described in Section 1 of
this Ordinance to enhance the military value of facilities located in, near, or adjacent to the City;
and
WHEREAS, the TMPC has approved the City's application for financial assistance and
requested the Texas Public Finance Authority (the TPFA) to provide financial assistance for the
projects described in Section 1 of this Ordinance, and the TMPC has agreed to purchase the
Obligations (defined herein) issued by the City to finance projects approved by the TMPC; and
WHEREAS, the Governing Body hereby finds and determines that the issuance of
anticipation notes is in the best interests of the residents of the Issuer, now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS THAT:
41052379.3 1
SECTION 1: Authorization - Designation - Principal Amount - Purpose. General
obligation notes of the Issuer 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 TAX NOTES, SERIES
2014A" (the Obligations), for the purpose of providing funds for the (1) designing, acquiring,
constructing, renovating, and improving , and (2) payment of professional services
related to the design, construction and financing of the aforementioned projects, all in conformity
with the laws of the State of Texas, particularly Chapter 1431, as amended, Texas Government
Code, this ordinance adopted by the Governing Body on November 18, 2014, and the City's
Home Rule Charter.
SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Interest Rates — Dated Date. The Obligations shall be issued as fully registered
obligations, without coupons, shall be dated December 1, 2014 (the Dated Date) and shall be
issued generally in denominations of $100,000 or any integral multiple of $1,000 in excess
thereof (within a Stated Maturity), shall be lettered "R-" and numbered consecutively from one
(1) upward and principal shall become due and payable on September 1 in each of the years and
in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts
from the Closing Date, or from the most recent Interest Payment Date (hereinafter defined) to
which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity,
at the per annum rates, while Outstanding (hereinafter defined), in accordance with the following
schedule:
Years of Principal Interest
Stated Maturity Amounts ($) Rates (%)
2015
2016
2017
2018
2019
2020
2021
The Obligations shall bear interest on the unpaid principal amounts from the Closing
Date (hereinafter defined), or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, to Stated Maturity, while Outstanding, at the rates per annum
shown in the above schedule (calculated on the basis of a 360 -day year of twelve 30 -day
months). Interest on the Obligations shall be payable on March 1 and September 1 in each year,
commencing March 1, 2015 (the Interest Payment Date), while the Obligations are Outstanding.
SECTION 3: Payment of Obligations - Paying Agent/Registrar. The principal of,
premium, if any, and the interest on the Obligations, due and payable by reason of Stated
Maturity, redemption, or otherwise, shall be payable, without exchange or collection charges to
the Holder (as hereinafter defined), appearing on the registration and transfer books maintained
41052379.3 2
by the Paying Agent/Registrar (hereinafter defined), 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 Obligations shall be
without exchange or collection charges to the Holder (as hereinafter defined) of the Obligations.
The selection and appointment of , , (the Paying
Agent/Registrar), to serve as the initial Paying Agent/Registrar for the Obligations is hereby
approved and confirmed, and the Issuer 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 Obligations, all as provided herein, in
accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in
substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the
Paying Agent/Registrar and the Issuer may prescribe. The Issuer covenants to maintain and
provide a Paying Agent/Registrar at all times while the Obligations 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 Issuer 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 Issuer agrees to promptly cause a written notice of
this substitution to be sent to each Holder of the Obligations by United States mail, first-class
postage prepaid, which notice shall also give the address of the corporate office of the successor
Paying Agent/Registrar.
Principal of, premium, if any, and interest on the Obligations, due and payable by reason
of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the
Obligations appearing on the Security Register (the Holder or Holders) maintained on behalf of
the Issuer by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date
(hereinafter defined) for purposes of payment of interest on the Obligations, (ii) on the date of
surrender of the Obligations for purposes of receiving payment of principal thereof at the
Obligations' Stated Maturity or upon prior redemption of the Obligations (provided, however,
with respect to principal payments prior to the final Stated Maturity, the Obligations need not be
surrendered to the Paying Agent/Registrar, who will merely document the payment on an
internal ledger maintained by the Paying Agent/Registrar), and (iii) on any date for any other
purpose. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the
Holder as the owner of an Obligation for purposes of receiving payment and all other purposes
whatsoever, and neither the Issuer nor the Paying Agent/Registrar, or any agent of either, shall be
affected by notice to the contrary.
Principal of and premium, if any, on the Obligations shall be payable only upon
presentation and surrender of the Obligations to the Paying Agent/Registrar at its corporate trust
office (provided, however, with respect to principal payments prior to the final Stated Maturity,
the Obligations need not be surrendered to the Paying Agent/Registrar, who will merely
document this payment on an internal ledger maintained by the Paying Agent/Registrar). Interest
41052379.3 3
on the Obligations shall be paid to the Holder whose name appears in the Security Register at the
close of business on the fifteenth day of the month next preceding an Interest Payment Date for
the Obligations (the Record Date) and shall be paid (i) by check sent on or prior to the
appropriate date of payment by United States mail, first-class postage prepaid, by the Paying
Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such
other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the
Holder's risk and expense.
If the date for the payment of the principal of, premium, if any, or interest on the
Obligations 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 Obligations 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 Issuer. 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 an Obligation 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 Obligations maturing on or after September 1, 2017
shall be subject to redemption prior to Stated Maturity, at the option of the Issuer, on September
1, 2016 or any date thereafter, as a whole or in part, in principal amounts of $1,000 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 Obligations (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the Issuer shall notify the Paying Agent/Registrar of its decision to
exercise the right to redeem Obligations, the principal amount of each Stated Maturity to be
redeemed, and the date set for the redemption thereof. The decision of the Issuer to exercise the
right to redeem Obligations shall be entered in the minutes of the City Council.
C. Selection of Obligations for Redemption. If less than all Outstanding Obligations 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 Obligations to be redeemed, provided that if less than the
entire principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such
Bond then subject to redemption as representing the number of Obligations outstanding which is
obtained by dividing the principal amount of such Bond by $1,000.
41052379.3 4
D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for
the Obligations, a notice of redemption shall be sent by United States Mail, first-class postage
prepaid, in the name of the Issuer and at the Issuer's expense, by the Paying Agent/Registrar to
each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder
appearing on the Security Register at the close of business on the business day next preceding the
date of mailing such notice, and any notice of redemption so mailed shall be conclusively
presumed to have been duly given irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Obligations,
(ii) identify the Obligations 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 Obligations, 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 Obligations, 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 Obligations (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
Obligations (or the principal amount thereof to be redeemed) called for redemption shall cease to
accrue, and such Obligations 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 Issuer to any registered securities depository and to any national information
service that disseminates redemption notices.
E. Transfer/Exchange. Neither the Issuer nor the Paying Agent/Registrar shall be
required (i) to transfer or exchange any Obligation during a period beginning forty-five (45) days
prior to the date fixed for redemption of the Obligations or (ii) to transfer or exchange any Bond
selected for redemption, provided; however, such limitation of transfer shall not be applicable to
an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption
in part.
41052379.3 5
SECTION 5: Execution - Registration. The Obligations shall be executed on behalf of
the Issuer by its Mayor under the seal of the Issuer reproduced or impressed thereon and attested
by its City Secretary. The signature of any of said officers on the Obligations may be manual or
facsimile Obligations bearing the manual or facsimile signatures of individuals who were, at the
time of the Dated Date, the proper officers of the Issuer shall bind the Issuer, notwithstanding
that such individuals or either of them shall cease to hold such offices prior to the delivery of the
Obligations to the Purchasers, all as authorized and provided in Chapter 1201, as amended,
Texas Government Code.
No Obligation shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Obligation either a certificate of
registration substantially in the form provided in Section 8C, executed by the Comptroller of
Public Accounts of the State of Texas or 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 Obligation
shall be conclusive evidence, and the only evidence, that such Obligation has been duly certified
or registered and delivered.
SECTION 6: Registration - Transfer - Exchange of Obligations - Predecessor
Obligations. A Security Register relating to the registration, payment, transfer, or exchange of
the Obligations shall at all times be kept and maintained by the Issuer at the corporate trust office
of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain
in the Security Register the name and address of each Holder of the Obligations, or, if
appropriate, the nominee thereof, issued under and pursuant to the provisions of this Ordinance.
Any Obligation may, in accordance with its terms and the terms hereof, be transferred or
exchanged for Obligations of other authorized denominations upon the Security Register by the
Holder, in person or by his duly authorized agent, upon surrender of such Obligation 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 Obligation at the corporate trust office of the Paying
Agent/Registrar, the Issuer shall execute and the Paying Agent/Registrar shall register and
deliver, in the name of the designated transferee or transferees, one or more new Obligations of
authorized denominations and having the same Stated Maturity and of a like interest rate and
aggregate principal amount as the Obligation or Obligations surrendered for transfer.
At the option of the Holder, Obligations may be exchanged for other Obligations of
authorized denominations and having the same Stated Maturity, bearing the same rate of interest
and of like aggregate principal amount as the Obligations surrendered for exchange upon
surrender of the Obligations to be exchanged at the corporate trust office of the Paying
Agent/Registrar. Whenever any Obligations are so surrendered for exchange, the Issuer shall
execute, and the Paying Agent/Registrar shall register and deliver, the Obligations to the Holder
requesting the exchange.
All Obligations issued upon any transfer or exchange of Obligations shall be delivered at
the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the
41052379.3 6
Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the
valid and binding obligations of the Issuer, evidencing the same obligation to pay, and entitled to
the same benefits under this Ordinance, as the Obligations surrendered upon such transfer or
exchange.
All transfers or exchanges of Obligations pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Obligations canceled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby defined to be Predecessor Obligations, evidencing all or a portion, as the case
may be, of the same debt evidenced by the new Obligation or Obligations registered and
delivered in the exchange or transfer therefor. Additionally, the term Predecessor Obligations
shall include any Obligation registered and delivered pursuant to Section 17 in lieu of a
mutilated, lost, destroyed, or stolen Obligation which shall be deemed to evidence the same
obligation as the mutilated, lost, destroyed, or stolen Obligation.
SECTION 7: Initial Obligation. The Obligations herein authorized shall be initially
issued as a single fully registered Obligation in the aggregate principal amount of $
with principal installments to become due and payable as provided in Section 2 hereof and
numbered T-1 (the Initial Obligation), and the Initial Obligation shall be registered in the name
of the Purchasers (defined herein) or the designee thereof. The Initial Obligation shall be the
Obligation 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 Obligation, the Paying
Agent/Registrar, and pursuant to such written instructions from the Purchasers, or the designee
thereof, shall cancel the Initial Obligation delivered hereunder and exchange therefor Definitive
Obligations 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.
41052379.3 7
SECTION 8: FORMS.
A. Forms Generally. The Obligations, 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 Obligations 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
Obligations, 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 Issuer or determined by the
officers executing the Obligations as evidenced by their execution thereof. Any portion of the
text of any Obligation may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Obligation.
The definitive Obligations 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 Obligations as evidenced by their execution thereof, but the Initial
Obligation(s) submitted to the Attorney General of Texas may be typewritten or photocopied or
otherwise reproduced.
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41052379.3 8
B. Form of Definitive Obligation.
REGISTERED REGISTERED
NO. PRINCIPAL AMOUNT
United States of America
State of Texas
Counties of Nueces, Aransas, Kleberg, and San Patricio
CITY OF CORPUS CHRISTI, TEXAS
TAX NOTES, SERIES 2014A
Dated Date: Interest Rate: Stated Maturity: CUSIP NO:
December 1, 2014
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Corpus Christi, Texas (the Issuer), 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 as much thereof as shall not have been
paid upon their redemption), and to pay interest on the unpaid Principal Amount hereof from the
Closing Date, or from the most recent interest payment date to which interest has been paid or
duly provided for until such Principal Amount has become due and payment thereof has been
made or duly provided for, to Stated Maturity, while Outstanding, at the per annum rate of
interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such
interest being payable on March 1 and September 1 of each year commencing March 1, 2015.
Principal on this Obligation shall be payable to the Registered Owner hereof (the
Holder), upon presentation and surrender (provided, however, with respect to principal payments
prior to the final Stated Maturity, the Obligations need not be surrendered to the Paying
Agent/Registrar, who will merely document this payment on an internal ledger maintained by the
Paying Agent/Registrar), 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 Obligation (or one or more Predecessor Obligations, 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 Obligation 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
41052379.3 9
the Security Register or by such other method, acceptable to the Paying Agent/Registrar,
requested by the Holder hereof at the Holder's risk and expense.
This Obligation is one of the series specified in its title issued in the aggregate principal
amount of $ (the Obligations) pursuant to an ordinance adopted by the Governing
Body of the Issuer (the Ordinance), for the purpose of providing funds for the (1) designing,
acquiring, constructing, renovating, and improving , and (2) payment of professional
services related to the design, construction and financing of the aforementioned projects, all in
conformity with the laws of the State of Texas, including Chapter 1431, as amended, Texas
Government Code, an Ordinance adopted by the Governing Body on November 18, 2014, and
the City's Home Rule Charter.
The Obligations maturing on or after September 1, 2017 may be redeemed prior to their
Stated Maturities, at the option of the City, on September 1, 2016 or any date thereafter, in whole
or in part in principal amounts of $1,000 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
Obligations to be redeemed, and subject to the terms and provisions relating thereto contained in
the Ordinance. If this Obligation is subject to redemption prior to Stated Maturity and is in a
denomination in excess of $1,000, portions of the principal sum hereof in installments of $1,000
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 Obligation to the Paying Agent/Registrar at its corporate trust office, a new
Obligation or Obligations 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 Obligation (or any portion of the principal sum hereof) shall have been duly called
for redemption and notice of such redemption duly given, then upon such redemption date this
Obligation (or the portion of the principal sum hereof to be redeemed) shall become due and
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. In the event
of a partial redemption of the principal amount of this Obligation, payment of the redemption
price of such principal amount shall be made to the registered owner only upon presentation and
surrender of this Obligation to the corporate trust office of the Paying Agent/Registrar and, there
shall be issued to the registered owner hereof, without charge, a new Obligation or Obligations
of like maturity and interest rate in any authorized denominations provided in the Ordinance for
the then unredeemed balance of the principal sum hereof. If this Obligation 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 Obligation within forty-five (45) days of the date fixed for
redemption; provided, however, such limitation of transfer shall not be applicable to an exchange
by the Holder of the unredeemed balance hereof in the event of its redemption in part.
41052379.3
10
The Obligations of this series are payable from the proceeds of an annual ad valorem tax
levied upon all taxable property within the Issuer within the limitations prescribed by law.
Reference is hereby made to the Ordinance, a copy of which is on file in the corporate
trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Obligations; the terms and conditions relating to
the transfer or exchange of the Obligations; 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 Issuer and the Paying Agent/Registrar; the terms and provisions upon which
this Obligation 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 Obligation, 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 Obligations 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 Issuer 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
Obligation 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 Issuer nor the Paying Agent/Registrar, or any such agent of
either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a
scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest
payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the Issuer. 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 Obligation in order
to render the same a legal, valid, and binding obligation of the Issuer have been performed, exist,
and have been done, in regular and due time, form, and manner, as required by the laws of the
State of Texas and the Ordinance, and that issuance of the Obligations 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 Obligations by the levy of a tax as
aforestated. In case any provision in this Obligation or any application thereof shall be deemed
41052379.3
11
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 Obligation and the Ordinance shall be construed in accordance with and shall
be governed by the laws of the State of Texas.
41052379.3
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12
IN WITNESS WHEREOF, the Issuer has caused this Obligation to be duly executed
under its official seal.
ATTEST:
City Secretary
(CITY SEAL)
41052379.3
CITY OF CORPUS CHRISTI, TEXAS
By
Mayor
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13
C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Obligations 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 Obligation 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
(SEAL)
Comptroller of Public Accounts
of the State of Texas
*NOTE TO PRINTER: Not to appear on printed Obligations.
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive
Obligations Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Obligation has been duly issued under the provisions of the within -mentioned
Ordinance; the Obligation or Obligations 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:
41052379.3
14
as Paying Agent/Registrar
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 Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Obligation 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 Obligation in every
particular.
Signature guaranteed:
F. The Initial Obligation shall be in the respective forms set forth in paragraph B of
this Section, except that the form of a single fully registered Initial Obligation shall be modified
as follows:
(i) immediately under the name of the Obligation(s) the headings "Interest Rate
" and "Stated Maturity " shall both be completed "as shown below";
(ii) the first two paragraphs shall read as follows:
Registered Owner:
Principal Amount:
The City of Corpus Christi, Texas (the Issuer), a body corporate and municipal
corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for
value received, acknowledges itself indebted to and hereby promises to pay to the order of the
Registered Owner named above, or the registered assigns thereof, the Principal Amount specified
above on the first day of March in each of the years and in principal amounts and bearing interest
at per annum rates in accordance with the following schedule:
41052379.3
Years of Principal Interest
Stated Maturity Amounts ($) Rates (%)
15
(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 be , 20 ) 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, to the earlier of redemption or to Stated Maturity, while Outstanding, 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 (the Interest Payment
Date), commencing March 1, 2015.
Principal of this Obligation shall be payable to the Registered Owner hereof (the Holder),
upon its presentation and surrender, to Stated Maturity, while Outstanding, (provided, however,
with respect to principal payments prior to the final Stated Maturity, the Bond need not be
surrendered to the Paying Agent/Registrar, who will merely document the payment on an
internal ledger maintained by the Paying Agent/Registrar) at the corporate trust office of
(the Paying Agent/Registrar). Interest shall be payable to the
Holder of this Obligation 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 Obligation 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.
41052379.3
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16
G. Insurance Legend. If bond insurance is obtained by the Issuer or the Purchasers
for the Obligations, the definitive Obligations and the Initial Obligations shall bear an
appropriate legend as provided by the insurer.
SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in
this Section have the meanings assigned to them in this Section, and certain terms used in
Sections 19 and 36 of this Ordinance have the meanings assigned to them in such Sections, and
all such terms include the plural as well as the singular; (ii) all references in this Ordinance to
designated "Sections" and other subdivisions are to the designated Sections and other
subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof", and
"hereunder" and other words of similar import refer to this Ordinance as a whole and not to any
particular Section or other subdivision.
A. The term Authorized Officials shall mean the City Manager of the Issuer, the
Deputy City Manager, the Assistant City Manager for General Government and Operations
Support, the Director of Financial Services, and/or the City Secretary.
B. The term Closing Date shall mean the date of physical delivery of the Initial
Obligations in exchange for the payment in full by the Purchasers.
C. The term Issuer shall mean the City of Corpus Christi, Texas located in the
Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the
Governing Body of the Issuer.
D. 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 Issuer 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.
E. The term Depository shall mean an official depository bank of the Issuer.
F. The term Government Securities, as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by, the
United States of America; (ii) noncallable obligations of an agency or instrumentality of the
United States, including obligations that are unconditionally guaranteed or insured by the agency
or instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent;
(iii) noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the
issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated
41052379.3
17
as to investment quality by a nationally recognized investment rating firm not less than AAA or
its equivalent; or (iv) any additional securities and obligations hereafter authorized by the laws of
the State of Texas as eligible for use to accomplish the discharge of obligations such as the
Obligations.
G. The term Holder or Holders shall mean the registered owner, whose name
appears in the Security Register, for any Obligation.
H. The term Interest Payment Date shall mean the date interest is payable on the
Obligations, being March 1 and September 1 of each year, commencing March 1, 2015, while
any of the Obligations remain Outstanding.
I. The term Obligation Fund shall mean the special Fund created and established by
the provisions of Section 10 of this Ordinance.
J. The term Obligations shall mean the $ "CITY OF CORPUS CHRISTI,
TEXAS TAX NOTES, SERIES 2014A" authorized by this Ordinance.
K. The term Ordinance shall mean this ordinance finally adopted by the Governing
Body of the Issuer on November 18, 2014.
L. The term Outstanding when used in this Ordinance with respect to Obligations
shall mean, as of the date of determination, all Obligations issued and delivered under this
Ordinance, except:
(1) those Obligations canceled by the Paying Agent/Registrar or delivered to
the Paying Agent/Registrar for cancellation;
(2) those Obligations for which payment has been duly provided by the Issuer
in accordance with the provisions of Section 21 of this Ordinance; and
(3) those Obligations that have been mutilated, destroyed, lost, or stolen and
replacement Obligations 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 Obligations named in
Section 18 of this Ordinance
N. The term Stated Maturity shall mean the annual principal payments of the
Obligations payable on March 1 of each year, as set forth in Section 2 of this Ordinance.
SECTION 10: Obligation Fund — Investments. For the purpose of paying the interest on
and to provide a sinking fund for the payment, redemption, and retirement of the Obligations,
there shall be and is hereby created a special Fund to be designated "TAX NOTES, SERIES
2014A, INTEREST AND SINKING FUND" (the Obligation 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 Issuer are
hereby authorized and directed to make withdrawals from the Obligation Fund sufficient to pay
41052379.3
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the principal of, premium, if any, and interest on the Obligations as the same become due and
payable, or the purchase price thereof, and shall cause to be transferred to the Paying
Agent/Registrar from money on deposit in the Obligation Fund an amount sufficient to pay the
amount of principal and/or interest stated to mature on the Obligations, 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 Obligations.
Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund
created and established pursuant to the provisions of this Ordinance may, at the option of the
Issuer, may be placed in time deposits, certificates of deposit, guaranteed investment contracts,
or similar contractual agreements, as permitted by the provisions of the Public Funds Investment
Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by
the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or
be invested, as authorized by any law, including investments held in book -entry form, in
securities including, but not limited to, direct obligations of the United States of America,
obligations guaranteed or insured by the United States of America, which, in the opinion of the
Attorney General of the United States, are backed by its full faith and credit or represent its
general obligations, or invested in indirect obligations of the United States of America,
including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such
governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for
Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers
Home Administration, Federal Home Loan Mortgage Association, Small Business
Administration, or Federal Housing Association; provided that all such deposits and investments
shall be made in such a manner that the money required to be expended from such fund will be
available at the proper time or times. All interest and income derived from deposits and
investments in 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 Obligations.
SECTION 11: Tax Levy. To provide for the payment of the Debt Service Requirements
on the Obligations being (i) the interest on the Obligations 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 Obligations 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 Issuer, 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 Obligation Fund and
are thereafter pledged to the payment of the Obligations. The Governing Body 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 Issuer for such purpose is adequate to permit a legally sufficient tax in consideration of all
other outstanding indebtedness and other obligations of the Issuer.
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SECTION 12: Deposits to Obligation Fund — Surplus Obligation Proceeds. The Issuer
hereby covenants and agrees to cause to be deposited in the Obligation Fund prior to a principal
and interest payment date for the Obligations, 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 Obligations as the same accrues or matures or comes
due by reason of Stated Maturity.
Accrued interest, if any, received from the Purchasers of the Obligations shall be
deposited to the Obligation Fund. In addition, any surplus proceeds from the sale of the
Obligations, including investment income thereon, not expended for authorized purposes, as
described in Section 1 hereof, shall be deposited in the Obligation Fund, and such amounts so
deposited shall reduce the sum otherwise required to be deposited in said Fund from ad valorem
taxes.
SECTION 13: Security for Funds. All money on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested
as provided herein) shall be secured in the manner and to the fullest extent required by the laws
of the State of Texas for the security of public funds, and money on deposit in such Funds shall
be used only for the purposes permitted by this Ordinance.
SECTION 14: Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas, the Issuer covenants and agrees particularly that in
the event the Issuer (a) defaults in the payments to be made to the Obligation 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 Obligations shall be entitled to seek a writ of
mandamus issued by a court of proper jurisdiction compelling and requiring the governing body
of the Issuer and other officers of the Issuer 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 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 appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
In any case where notice to 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
41052379.3
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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 Obligations surrendered for payment, transfer,
redemption, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be
promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying
Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying
Agent/Registrar. The Issuer may at any time deliver to the Paying Agent/Registrar for
cancellation any Obligations previously certified or registered and delivered which the Issuer
may have acquired in any manner whatsoever, and all Obligations so delivered shall be promptly
canceled by the Paying Agent/Registrar. All canceled Obligations held by the Paying
Agent/Registrar shall be destroyed as directed by the Issuer.
SECTION 17: Mutilated, Destroyed, Lost, and Stolen Obligations. If (1) any mutilated
Obligation is surrendered to the Paying Agent/Registrar, or the Issuer and the Paying
Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any
Obligation, and (2) there is delivered to the Issuer 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 Issuer or the Paying Agent/Registrar that such Obligation has been acquired by a bona fide
Purchasers, the Issuer 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
Obligation, a new Obligation of the same Stated Maturity and interest rate and of like tenor and
principal amount, bearing a number not contemporaneously Outstanding.
In case any such mutilated, destroyed, lost, or stolen Obligation has become or is about to
become due and payable, the Issuer in its discretion may, instead of issuing a new Obligation,
pay such Obligation.
Upon the issuance of any new Obligation or payment in lieu thereof, under this Section,
the Issuer 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 Obligation issued pursuant to this Section in lieu of any mutilated, destroyed,
lost, or stolen Obligation shall constitute a replacement of the prior obligation of the Issuer,
whether or not the mutilated, destroyed, lost, or stolen Obligation 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 Obligations.
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 Obligations.
SECTION 18: Sale of Obligations at Competitive Sale — Purchase and Investment
Letters. The Obligations authorized by this Ordinance are hereby sold by the City to the Texas
Military Preparedness Commission (the Purchasers, having all the rights, benefits, and
41052379.3
21
obligations of a Holder), in accordance with the provisions of a Purchase and Investment Letter
(the Purchase Contract), dated November 18, 2014, attached hereto as Exhibit B and
incorporated herein by reference as a part of this Ordinance for all purposes. The pricing and
terms of the sale of the Obligations are hereby found and determined to be the most
advantageous reasonably obtainable by the Issuer. The Initial Obligation shall be registered in
the name of Texas Military Preparedness Commission. The Mayor of the Issuer is hereby
authorized and directed to execute the Purchase Contract for and on behalf of the Issuer and as
the act and deed of this Governing Body, and in regard to the approval and execution of the
Purchase Contract, the Governing Body hereby finds, determines and declares that the
representations, warranties, and agreements of the Issuer contained in the Purchase Contract are
true and correct in all material respects and shall be honored and performed by the Issuer.
Delivery of the Obligations 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.
Proceeds from the sale of the Obligations shall be applied as follows:
(1) Accrued interest, if any, received from the Purchasers shall be deposited into the
Obligation Fund.
(2) The balance of the proceeds derived from the sale of the Obligations (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 Obligations. 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 Obligations pending completion of construction of the projects financed with such
proceeds shall be accounted for, maintained, deposited, and expended as permitted by the
provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other
applicable law. Thereafter, such amounts shall be expended in accordance with Section 12 of
this Ordinance.
SECTION 19: Covenants to Maintain Tax -Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings:
Closing Date means the date of physical delivery of the Initial Obligations in
exchange for the payment in full by the Purchasers.
Code means the Internal Revenue Code of 1986, as amended by all legislation, if
any, effective on or before the Closing Date.
Computation Date has the meaning set forth in Section 1.148-1(b) of the
Regulations.
Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the
Regulations, of the Obligations.
41052379.3
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and
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 Obligations are invested and which is
not acquired to carry out the governmental purposes of the Obligations.
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 Obligations. 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;
(2) the Obligations has the meaning set forth in Section 1.148-4 of the Regulations.
B. Not to Cause Interest to Become Taxable. The Issuer 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
Obligations 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 Issuer 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 Obligation, the
Issuer 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
Obligations to become "private activity bonds" within the meaning of section 141 of the Code
and the Regulations and rulings thereunder, the Issuer shall at all times prior to the last Stated
Maturity of Obligations:
(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 Obligations, 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
41052379.3
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(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 Obligations 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 Issuer or
interest earned on investments acquired with such Gross Proceeds pending application for their
intended purposes.
D. No Private Loan. Except to the extent that it will not cause the Obligations to
become "private activity bonds" within the meaning of section 141 of the Code and the
Regulations and rulings thereunder, the Issuer shall not use Gross Proceeds of the Obligations 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: (i) 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; (ii) 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 (iii) 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 cause the
Obligations to become "arbitrage bonds" within the meaning of section 148 of the Code and the
Regulations and rulings thereunder, the Issuer shall not at any time prior to the final Stated
Maturity of the Obligations 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 Obligations.
F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the Issuer shall not take or omit to take any
action which would cause the Obligations to be federally guaranteed within the meaning of
section 149(b) of the Code and the Regulations and rulings thereunder.
G. Information Report. The Issuer 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 Issuer 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
Obligation is discharged. However, to the extent permitted by law, the Issuer may
commingle Gross Proceeds of the Obligations with other money of the Issuer, provided
that the Issuer separately accounts for each receipt and expenditure of Gross Proceeds
and the obligations acquired therewith.
41052379.3
24
(2) Not less frequently than each Computation Date, the Issuer 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 Issuer shall maintain such calculations with
its official transcript of proceedings relating to the issuance of the Obligations until six
years after the final Computation Date.
(3) As additional consideration for the purchase of the Obligations by the
Purchasers and the loan of the money represented thereby and in order to induce such
purchase by measures designed to insure the excludability of the interest thereon from the
gross income of the owners thereof for federal income tax purposes, the Issuer shall pay
to the United States out of the Obligation 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 Obligations 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(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 Issuer 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 Issuer shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Obligations, 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 Obligations not been
relevant to either party.
J. Obligations Not Hedge Bonds.
(1) The Issuer reasonably expects to spend at least 85% of the spendable proceeds of
the Obligations within three years after such Obligations are issued.
(2) Not more than 50% of the proceeds of the Obligations will be invested in
Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more.
K. Elections. The Issuer hereby directs and authorizes the Authorized Official, or
any combination of the foregoing, to make such elections in the Certificate as to Tax Exemption
41052379.3
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or similar or other appropriate certificate, form, or document permitted or required pursuant to
the provisions of the Code or the Regulations, as they deem necessary or appropriate in
connection with the Obligations. Such elections shall be deemed to be made on the Closing
Date.
SECTION 20: Control and Custody of Obligations. The Mayor shall be and is hereby
authorized to take and have charge of all necessary orders and records pending investigation by
the Attorney General of the State of Texas and shall take and have charge and control of the
Obligations pending their approval by the Attorney General, the registration thereof by the
Comptroller of Public Accounts and the delivery of the Obligations to the Purchasers.
Furthermore, any Authorized Official, either or all, are hereby authorized and directed to
furnish and execute such documents relating to the Issuer and its financial affairs as may be
necessary for the issuance of the Obligations, the approval of the Attorney General and their
registration by the Comptroller of Public Accounts and, together with the Issuer's financial
advisors, Bond Counsel, and the Paying Agent/Registrar, make the necessary arrangements for
the delivery of the Initial Obligations to the Purchasers and the initial exchange thereof for
definitive Obligations.
SECTION 21: Satisfaction of Obligation of Issuer. If the Issuer 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 Obligations, at the times and in the manner stipulated in this Ordinance, then the
pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations
of the Issuer to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Obligations, 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 Obligations or the principal amount(s) thereof at Stated Maturity or to the
redemption date therefor, together with all interest due thereon, shall have been irrevocably
deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent,
and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying
Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case
of a net defeasance, been certified by an independent accounting firm to mature as to principal
and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay
when due the principal of and interest on such Obligations, 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. In the event of a gross defeasance of the Obligations,
the Issuer shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, or
another qualified third party concerning the deposit of cash and/or Government Securities to pay,
when due, the principal and interest due on any defeased Obligations. The Issuer 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 Obligations to be treated as arbitrage bonds within
the meaning of section 148 of the Code (as defined in Section 19 hereof).
41052379.3
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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 Obligations, or any
principal amount(s) thereof, or interest thereon with respect to which such money has been so
deposited shall be remitted to the Issuer or deposited as directed by the Issuer. Furthermore, any
money held by the Paying Agent/Registrar for the payment of the principal of and interest on the
Obligations and remaining unclaimed for a period of three (3) years after the Stated Maturity, or
applicable redemption date, of the Obligations such money was deposited and is held in trust to
pay shall upon the request of the Issuer be remitted to the Issuer 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 Obligations 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 Issuer expressly reserves
the right to call the defeased Obligations for redemption; (2) gives notice of the reservation of
that right to the owners of the defeased Obligations 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 Obligations, after taking the redemption into account in determining the
sufficiency of the provisions made for the payment of the defeased Obligations.
SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the
Obligations is subject to its being furnished a final opinion of Fulbright & Jaworski LLP, San
Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Obligations, said
opinion to be dated and delivered as of the date of initial delivery and payment for such
Obligations. Printing of a true and correct copy of this opinion on the reverse side of each of the
Obligations, with appropriate certificate pertaining thereto executed by facsimile signature of the
City Secretary of the Issuer is hereby approved and authorized.
SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Obligations. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Obligations shall be of no significance or effect as regards the legality
thereof, and neither the Issuer nor attorneys approving said Obligations as to legality are to be
held responsible for CUSIP numbers incorrectly printed or typed on the definitive Obligations.
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 Obligations. The Issuer
acknowledges that the covenants and obligations of the Issuer herein contained are a material
inducement to the purchase of the Obligations. This Ordinance shall constitute a contract with
the Holders from time to time, shall be binding on the Issuer and its successors and assigns, and
shall not be amended or repealed by the Issuer so long as any Obligation remains Outstanding
except as permitted in this Section. The Issuer 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
41052379.3
27
to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal
defect or omission herein. In addition, the Issuer may, with the written consent of Holders
holding a majority in aggregate principal amount of the Obligations then Outstanding affected
thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however
that, without the consent of all Holders of Outstanding Obligations, no such amendment,
addition, or rescission shall (1) extend the time or times of payment of the principal of, and
interest on the Obligations, reduce the principal amount thereof, the redemption price therefor, or
the rate of interest thereon, or in any other way modify the terms of payment of the principal of,
or interest on the Obligations, (2) give any preference to any Obligation over any other
Obligation, or (3) reduce the aggregate principal amount of Obligations required for consent to
any such amendment, addition, or rescission.
SECTION 26: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the Issuer, 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 Issuer, 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 contained 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 Governing Body hereby declares that this Ordinance would have been enacted without such
invalid provision.
SECTION 31: Incorporation of Preamble Recitals. The recitals contained in the
preamble hereof are hereby found to be true, and such recitals are hereby made a part of this
Ordinance for all purposes and are adopted as a part of the judgment and findings of the
Governing Body.
SECTION 32: Authorization of Paying Agent/Registrar Agreement. The Governing
Body of the Issuer hereby finds and determines that it is in the best interest of the Issuer to
authorize the execution of a Paying Agent/Registrar Agreement concerning the payment,
exchange, registration, and transferability of the Obligations. A copy of the Paying
41052379.3
28
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 33: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is finally adopted was open to the public and public notice of
the time, place, and subject matter of the public business to be considered at such meeting,
including this Ordinance, was given, all as required by Chapter 551, as amended, Texas
Government Code.
SECTION 34: Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the Issuer or of the Paying Agent/Registrar shall
most effectively approximate such required publication and the giving of such notice in such
manner shall for all purposes of this Ordinance be deemed to be in compliance with the
requirements for publication thereof.
SECTION 35: No Recourse Against Issuer Officials. No recourse shall be had for the
payment of principal of, premium, if any, or interest on any Obligation or for any claim based
thereon or on this Ordinance against any official of the Issuer or any person executing any
Obligation.
SECTION 36: Continuing Disclosure Undertaking.
A. Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
EMMA means the MSRB's Electronic Municipal Market Access system, accessible by
the general public, without charge, on the internet through the uniform resource locator (URL)
http ://www.emma.msrb.org.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
B. Annual Reports. The City shall file annually with the MSRB, (1) within six
months after the end of each Fiscal Year of the City ending in or after 2015, financial
information and operating data with respect to the System of the general type described in
Exhibit C hereto, and (2) if not provided as part such financial information and operating data,
audited financial statements of the City, when and if available. Any financial statements 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 financial statements and the audit is completed within the period during which they must
be provided. If the audit of such financial statements is not complete within such period, then
41052379.3
29
the City shall file unaudited financial statements within such period and audited financial
statements for the applicable Fiscal Year to the MSRB, when and if the audit report on such
statements becomes available.
If the City changes its Fiscal Year, it will file notice thereof with the MSRB of the change
(and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise
would be required to provide financial information and operating data pursuant to this Section.
C. Notice of Certain Events. The City shall file notice of any of the following events
with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days
after occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax status of the Bonds;
(7) Modifications to rights of Holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall
occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the City
or the sale of all or substantially all of its assets, other than in the ordinary course of business, the
entry into of a definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if material; and
(14) Appointment of a successor or additional Paying Agent/Registrar or the change of
name of a Paying Agent/Registrar, if material.
41052379.3
30
For these purposes, any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall file notice with the MSRB, in a timely manner, of any failure by the City
to provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations, Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person" with respect to the Bonds within the meaning of the
Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be
no longer Outstanding.
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
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.
41052379.3
31
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal
amount (or any greater amount required by any other provision of this Ordinance that authorizes
such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the Holders and beneficial owners of the
Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or
repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, and the City also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a)
such provisions as so amended and (b) any amendments or interpretations of the Rule. If the
City so amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
E. Information Format — Incorporation by Reference. The City information required
under this Section shall be filed with the MSRB through EMMA in such format and
accompanied by such identifying information as may be specified from time to time thereby.
Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA
must be in word -searchable portable document format (PDF) files that permit the document to be
saved, viewed, printed, and retransmitted by electronic means and the series of obligations to
which such continuing disclosure documents relate must be identified by CUSIP number or
numbers.
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.
41052379.3
32
SECTION 37: Book -Entry Only System.
The Obligations may 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 Obligations shall be issued
(following cancellation of the Initial Obligations described in Section 7) in the form of a separate
single definitive Obligation. Upon issuance, the ownership of each such Obligation shall be
registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding
Obligations shall be registered in the name of Cede & Co., as the nominee of DTC. The Issuer
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 Obligations 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
broker-dealer, bank, or other financial institution for which DTC holds the Obligations 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 Obligations (an Indirect Participant).
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 Depository Participant with respect to any ownership interest in the
Obligations, (ii) the delivery to any Depository Participant or any other person, other than a
registered owner of the Obligations, as shown on the Security Register, of any notice with
respect to the Obligations, 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 an
Obligation, of any amount with respect to principal of, premium, if any, or interest on the
Obligations. While in the DTC System, no person other than Cede & Co., or any successor
thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the
Issuer to make payments of principal, premium, if any, or interest on the Obligations 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 Issuer 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 Issuer determines that it is in the best
interest of the beneficial owners of the Obligations that they be able to obtain certificated
Obligations, the Issuer 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 Obligations shall no longer be restricted to being registered in the name of
Cede & Co., as nominee of DTC. At that time, the Issuer may determine that the Obligations
shall be registered in the name of and deposited with a successor depository operating a
securities depository system, as may be acceptable to the Issuer, or such depository's agent or
designee, and if the Issuer and the Paying Agent/Registrar do not select such alternate securities
depository system then the Obligations may be registered in whatever name or names the
41052379.3
33
Holders of Obligations transferring or exchanging the Obligations shall designate, in accordance
with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Obligation 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 Obligation and all notices with
respect to such Obligation shall be made and given, respectively, in the manner provided in the
Representation Letter.
SECTION 38: Further Procedures. The officers and employees of the Issuer 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 Issuer 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 Obligations, the Paying Agent/Registrar Agreement and the Purchase
Contract. In addition, prior to the initial delivery of the Obligations, any Authorized Official,
and Bond Counsel are hereby authorized and directed to approve any technical changes or
corrections to this Ordinance or to any of the instruments authorized and approved by this
Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a
rating from any of the national bond rating agencies, or (iii) obtain the approval of the
Obligations by the Texas Attorney General's office. In case any officer of the Issuer whose
signature shall appear on any certificate shall cease to be such officer before the delivery of such
certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if
such officer had remained in office until such delivery.
SECTION 39: Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall be effective immediately upon
adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary
concerning a multiple reading requirement for the adoption of ordinances.
41052379.3
[The remainder of this page intentionally left blank.]
34
PASSED AND ADOPTED by the City Council of the City of Corpus Christi, Texas, this
the 18th day of November, 2014.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
(CITY SEAL)
APPROVED THIS 18th DAY OF NOVEMBER, 2014:
Miles Risley, City Attorney
41052379.3
S-1
THE STATE OF TEXAS
COUNTY OF NUECES
I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the
above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council
of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 18th day of
November, 2014, authorizing the issuance of the City's Tax Notes, Series 2014A, 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 18th day of November,
2014.
(CITY SEAL)
41052379.3
City Secretary
S-2
The foregoing ordinance was read for the first time and passed to its second reading on this the
11th day of November, 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
That the foregoing ordinance was read for the second time and passed finally on this the 18th day
of November, 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Rioj as
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the 18th day of November, 2014.
ATTEST:
Rebecca Huerta Nelda Martinez
City Secretary Mayor
41052379.3
S-3
41052379.3
INDEX TO EXHIBITS
Exhibit A Paying Agent/Registrar Agreement
Exhibit B Purchase and Investment Letter
Exhibit C Description of Annual Financial Information
Exhibit D DTC Letter of Representations
S-1
41052379.3
EXHIBIT A
Paying Agent/Registrar Agreement
See Tab No.
A-1
41052379.3
EXHIBIT B
Purchase and Investment Letter
See Tab No.
B-1
EXHIBIT C
Description of Annual Financial Information
The following information is referred to in Section 36 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified 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, unaudited financial
statements of the City for the most recently concluded Fiscal Year.
2. The City's Annual Financial Operating Data [of the type included in the following
pages of this Exhibit]; and the Audited Financial Statement of the City.
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.
41052379.3
C-1
EXHIBIT D
DTC Letter of Representations
See Tab No.
41052379.3
AGENDA MEMORANDUM
First Reading Ordinance for the for the City Council Meeting of November 11, 2014
Second Reading Ordinance for the for the City Council Meeting of November 18, 2014
DATE: October 29, 2014
TO: Ronald L. Olson, City Manager
FROM: Floyd Simpson, Chief of Police
Floyds@cctexas.com
886-2605
Execute a maintenance agreement with Intrado for hardware and software support for the
Emergency 911 CaII Taker system
CAPTION:
Motion authorizing the City Manager or his designee to execute a maintenance agreement with
Intrado in the amount of $336,644, of which $50,496.60 is required for the remainder of FY
2014-2015 for software and hardware support services on the Emergency 911 System. The
term of the contract is five years.
PURPOSE:
The extended maintenance agreement will provide software updates and 24 hour response
service.
BACKGROUND AND FINDINGS:
The maintenance agreement supports the software and hardware for Positron 911 Call Taker
System. It provides call takers with on-screen review of both landline and wireless calls,
automatic location identification and number identification and cellular call back numbers. It
also provides data reporting, searches of current and historical data, and automatic archiving on
a weekly or monthly basis.
ALTERNATIVES:
No alternatives
OTHER CONSIDERATIONS:
CONFORMITY TO CITY POLICY:
Conforms to City Policy
EMERGENCY / NON -EMERGENCY:
Non -emergency
DEPARTMENTAL CLEARANCES:
Finance
FINANCIAL IMPACT:
X Operating
❑ Revenue
❑ Capital
❑ Not applicable
Fiscal Year:
2014-2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
50,496.60
286,147.40
336,644.00
Encumbered /
Expended Amount
This item
50,496.60
286,147.40
336,644.00
BALANCE
0.00
0.00
0.00
Fund(s): General
Comments:
RECOMMENDATION:
Staff recommends approval of agreement.
LIST OF SUPPORTING DOCUMENTS:
Agreement
inCrado°
Maintenance Renewal for
Corpus MetroCom - Main Location
December 1, 2014 - November 30, 2019
(HGAC Buy Pricing)
for
Corpus Christi, Texas
The applicable terms and conditions located at http://www.intrado.com/terms will apply to this Quote, unless (i) the
parties have entered into a separate mutually executed agreement relating to the products or services under this
Quote, or Customer is purchasing under a cooperative purchasing agreement referenced in this Quote. Customer's
issuance of a purchase order for any or all of the items described in this Quote will constitute acknowledgement and
acceptance of such terms. The terms of this Quote will govern any conflict with any of the foregoing or any Customer
purchase order, and no additional terms in Customer's purchase order will apply.
Maintenance Pricing Summary - Corpus Christi Main Location
On -Site Support
Five Year Renewal - Dec 1, 2014 - Nov 30, 2019
Software Protection & Remote Technical Support
5 -Year Renewal - Nov 1, 2014 - Oct 31, 2019
Software Subscription
5 -Year Renewal - Nov 1, 2014 - Oct 31, 2019
Anti -Virus
5 -Year Coverage - Nov 1, 2014 - Oct 31, 2019
Page 2 of 8
October 28, 2014
$192,500.00
$33,600.00
$105,000.00
$5,544.00
TOTAL FOR ALL MAINTENANCE SERVICES $336,644.00
The information contained in this document is proprietary to
lntrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL
Q80972
Q80972B_5 Year Renewal - Corpus Christi MetroComm, TX - Summary
intrado°
Maintenance Services - Main Location
Number of Power 911 Intelligent Workstations 14
Model #
Description Qty
Unit Cost
Page 3 of 8
October 28, 2014
Total
On -Site Support
950999/ONS 1-2
950999/ONS 1-2
950999/ONS 1-2
950999/ONS 1-2
950999/ONS 1-2
Five Year Renewal - Dec 1, 2014 - Nov 30, 2019
On -Site Maintenance (1 Year)
On -Site Maintenance (1 Year)
On -Site Maintenance (1 Year)
On -Site Maintenance (1 Year)
On -Site Maintenance (1 Year)
14
14
14
14
14
$ 2,750.00 $
$ 2,750.00 $
$ 2,750.00 $
$ 2,750.00 $
$ 2,750.00 $
Subtotal $
2 Software Protection & Remote Technical Support
950999/PRO 1
950999/PRO 1
950999/PRO 1
950999/PRO 1
950999/PRO 1
Five Year Renewal - Dec 1, 2014 -
Software Protection and Remote Technical
Support (1 Year)
Software Protection and Remote Technical
Support (1 Year)
Software Protection and Remote Technical
Support (1 Year)
Software Protection and Remote Technical
Support (1 Year)
Software Protection and Remote Technical
Support (1 Year)
Nov 30, 2019
14 Included $
14 $ 600.00 $
14 $ 600.00 $
14 $ 600.00 $
14 $ 600.00 $
Subtotal $
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL
Q80972
080972B_5 Year Renewal - Corpus Christi MetroComm, TX - Configuration - Main
38,500.00
38,500.00
38,500.00
38,500.00
38,500.00
192,500.00
8,400.00
8,400.00
8,400.00
8,400.00
33,600.00
unt ado
Model #
Description
Qty
Page 4 of 8
October 28, 2014
Unit Cost Total
3 Software Subscription
950999/SUB 1
950999/SUB 1
950999/SUB 1
950999/SUB 1
950999/SUB 1
Five Year Renewal - Dec 1, 2014 - Nov 30, 2019
Software Subscription Service (1 Year) 14
Software Subscription Service (1 Year)
Software Subscription Service (1 Year)
Software Subscription Service (1 Year)
Software Subscription Service (1 Year)
14
14
14
14
Anti -Virus
914143 Symantec Endpoint Protection Manager (Lic +
CD) (YEAR 2)
914143 Symantec Endpoint Protection Manager (Lic +
CD) (YEAR 3)
914143 Symantec Endpoint Protection Manager (Lic +
CD) (YEAR 4)
914143 Symantec Endpoint Protection Manager (Lic +
CD) (YEAR 5)
$ 1,500.00 $
$ 1,500.00 $
$ 1,500.00 $
$ 1,500.00 $
$ 1,500.00 $
Subtotal $
21,000.00
21,000.00
21,000.00
21,000.00
21,000.00
105,000.00
$
1,386.00
1,386.00
1,386.00
1,386.00
TOTAL - ALL MAINTENANCE SERVICES, 5 -YEAR RENEWAL
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL
Q80972
080972B_5 Year Renewal - Corpus Christi MetroComm, TX - Configuration - Main
Subtotal $
5,544.00
$ 336,644.00
unt ado
Page 5 of 8
October 28, 2014
Notes
1 This quote provides pricing for Maintenance Renewal for Corpus Christi MetroComm's main location.
2 Software Protection and Remote Technical Support
Software Protection and Remote Technical Support is a coverage requirement with the purchase and
ownership of Intrado CPE system equipment. The coverage requirement is effective after the expiration
of the system warranty, but a purchase order for the service, for at least for a one year duration, is required
at the time of any new system purchase.
Software Protection and Remote Technical Support cannot be deleted from quotes or system orders.
Once a Software Protection and Remote Technical Support service contract is established for the site
during system initial purchase, all items subsequently added to the site will not require an additional
contract, but the acquisition of additional positions will increase the price of the services.
a. For sites with one year coverage contracts, the increased price will be reflected in the quote at the next
contract renewal point.
b. For sites with multi-year agreements, the customer will be required to retract the remaining years of the
original purchase order and issue a new purchase order for the remaining period covering the original
system and new positions.
If a contract for Software Protection and Remote Technical Support expires without renewal, causing a
lapse in coverage, the customer's access to the Support Center will be discontinued and a notification of
services termination will be issued. Reinstatement of the lapsed coverage will require the following from
the customer:
a) Payment in full for the lapsed period at the prevailing per -seat rate
b) Purchase of a new maintenance agreement (one-year or five-year)
c) System Recertification fees in the form of a Class A inspection at $1,500.00 per day plus related
travel and expense charges.
Software Protection
This offering provides for the availability of software product updates. Installation and training (if needed)
are not included. Intrado will publish periodic software release bulletins to customers which announce
important product updates for Intrado Software. Customers may then request the new update from
Intrado, based on applicability of the release to Customer's System. Customer is responsible for
installation of all these releases, unless the On -Site Maintenance Service is purchased. If On -Site
Maintenance has not been purchased and the customer prefers to have Intrado deploy a new release,
Intrado will dispatch appropriate personnel to perform the upgrade on a mutually agreed upon date at
Intrado's then current prices for such services.
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL
Q80972
080972B_5 Year Renewal - Corpus Christi MetroComm, TX - Notes
unt ado
Notes
Page 6 of 8
October 28, 2014
Remote Technical Support
Support is provided by associates who specialize in the diagnosis and resolution of system performance
issues. Remote Technical Support is available 24/7 through a toll free hotline and a secure customer
Internet portal. All service inquiries are tracked by a state-of-the-art CRM trouble ticket system that can
be queried by customers through the online portal to obtain the most up-to-date status on their issues.
3 Software Subscription Service
The Software Subscription Service provides the customer with access to software upgrades including new
features. This offering only provides for the availability of the software. Installation and training (if
needed) are not included. Any required hardware or operating system changes are also not included.
Intrado will provide periodic software release bulletins to customers which announce and explain new
feature releases for Intrado Software. Customers may then request the new release or version from
Intrado, based on applicability of the release to Customer's System. The customer is responsible for
installation of all these releases, unless the On -Site Maintenance Service is purchased. If On -Site
Maintenance has not been purchased and the customer prefers to have Intrado deploy a new release,
Intrado will dispatch appropriate personnel to perform the upgrade on a mutually agreed upon date at
Intrado's then current prices for such services.
4 On -Site Support Services
On-site Support Services are primarily designed to assist with issues that require System expertise in
troubleshooting and restoration at the customer's location.
On-site Support Services include travel costs and time and labor related to the service incident. Also
included in the service are quarterly on-site preventative and routine maintenance reviews (four per year)
of the customer's Intrado System. These maintenance visits can include the installation of routine updates
to software. Training, configuration changes, reprogramming and System upgrade labor are not included
in this offering, but are available for purchase.
On -Site Support Services options include the designation of a technician dedicated specifically to the
customer's deployment(s), or alternately a non -dedicated resource available for use with other customers.
Intrado may engage third -party vendors to provide the On -Site Support Services.
Fees for On -Site Support Services will be invoiced when such services commence following acceptance at
the initial site.
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL
Q80972
080972B_5 Year Renewal - Corpus Christi MetroComm, TX - Notes
unt ado
Notes
Page 7 of 8
October 28, 2014
Terms
SUBMIT P.O. ordermanagement@intrado.com
PRICING All prices are in U.S. Funds. Taxes, if applicable, are extra.
SHIPPING FCA (Montreal), INCOTERMS 2010. Shipping charges are extra unless specified on the quote.
PAYMENT Per Contract
DELIVERY TBD
VALIDITY Quote is valid for 120 days. However, part numbers beginning with Q, such as QXXXXX, constitute
unique third -party components. These components, including model and price, (i) may be subject to
change at any time; and (ii) are non -cancellable, non-refundable, and non -exchangeable at any time.
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL
Q80972
080972B_5 Year Renewal - Corpus Christi MetroComm, TX - Notes
unt ado
Change start date of renewal to
Revision History
Page 8 of 8
October 28, 2014
Revision Level Reason for Revision Date Revised
Original (MJD) July 31, 2014
A Change end date for pro rate period from Oct 14 to Oct 31, 2014 October 8, 2014
Change start date for renewal period from Oct 15 to Sept 1, 2014
B Change end date for current coverage to Nov 30, 2014
Move 5 -year renewal to separate quote
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL
Q80972
080972B_5 Year Renewal - Corpus Christi MetroComm, TX - Revision History
October 28, 2014
unt ado
AGENDA MEMORANDUM
Future item for the City Council Meeting of November 11, 2014
Action item for the City Council Meeting of November 18, 2014
DATE: November 6, 2014
TO: Ronald L. Olson, City Manager
THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities
gustavogo@cctexas.com
(361) 826-3897
Valerie H. Gray, P. E., Interim Executive Director of Public Works
valerieg@cctexas.com
(361) 826-3729
FROM: Natasha Fudge, P. E., Acting Director of Capital Programs
natashaf@cctexas.com
(361) 826-3504
CAPTION:
Bill Mahaffey, P. E., Assistant Director of Maintenance Lines
billm@cctexas.com
(361) 826-1801
Engineering Construction Contract
Master Channel 31 Drainage Channel Excavation
Resolution authorizing the City Manager, or designee, to execute a construction contract in the amount
of $883,128.79 with DRC Emergency Services, LLC for the Master Channel 31 Drainage Channel
Excavation Project.
PURPOSE:
The purpose of this Agenda Item is to obtain authority to execute a construction contract with the lowest
responsible bidder, DRC Emergency Services, for Master Channel 31 Drainage Channel Excavation
Project.
BACKGROUND AND FINDINGS:
Master Channel 31 provides drainage relief for Oso Bay Basin. The side slopes and bottom are severely
eroded resulting in poor drainage and encroachment of ditch outside of the City right-of-way. This
project will provide critical improvements to restore and improve the drainage profile and include erosion
control measures such as side slope stabilization, soil treatment, vegetative cover and other best
management practices. The full project is planned in multiple phases as funding allows. This phase of
the project will improve the area between Lipes Avenue and Rodd Field Road.
K:\ENGINEERING\LEGISTAR\2 - NOVEMBER 11\MASTER CHANNEL 31\AGENDA MEMO MASTER CHANNEL 31.DOCX
On July 23, 2014, the City received proposals from four (4) bidders and the bidders:
Contractor
Base Bid
DRC Emergency Services, LLC
Mobile, Alabama
$883,128.79
Saenz Brothers Construction, LLC
Donna, Texas
$954,085.00
ADK Environmental, Inc.
Odem, Texas
$1,443,634.70
Salinas Construction Technologies, Ltd.
Pleasanton, Texas
$1,148,474.18
ALTERNATIVES:
1. Authorize execution of the construction contract.
2. Do not authorize execution of the construction contract. (Not Recommended)
OTHER CONSIDERATIONS:
The City's engineer, Freese and Nichols, Inc. (FNI) conducted a bid analysis of the four (4) proposals
submitted in response to the City's bid solicitation. FNI found that DRC has the experience and
resources to complete the project.
The bid submitted by DRC Emergency Services, LLC was timely received but misplaced at the time of
the public bid opening. Staff consulted the Legal Department on the matter and the Legal Department
determined that DRC fully complied with bidding requirements of Chapter 252, Texas Local Government
Code.
CONFORMITY TO CITY POLICY & LAW:
Complies with statutory requirements for procuring construction contracts. Conforms to FY 2014-2015
Storm Water Capital Improvement Planning (CIP) Budget.
EMERGENCY / NON -EMERGENCY:
Not applicable
DEPARTMENTAL CLEARANCES:
Utilities Department
FINANCIAL IMPACT.
Fiscal Year
2014-2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Budget
$47,700.00
$1,215,900.00
$0.00
$1,263,600.00
Encumbered /
Expended Amount
$47,700.00
$0.00
$0.00
$47,700.00
This item
$0.00
$883,128.79
$0.00
$883,128.79
Future Anticipated
Expenditures This
Project
$0.00
$200,635.88
$0.00
$200,635.88
BALANCE
$0.00
$132,135.33
$0.00
$132,135.33
Fund(s): Storm Water 03
K:\ENGINEERING\LEGISTAR\2 - NOVEMBER 11\MASTER CHANNEL 31\AGENDA MEMO MASTER CHANNEL 31.DOCX
RECOMMENDATION:
City staff recommends that the construction contract be awarded to DRC Emergency Services, LLC of
Mobile, Alabama (DRC) and that authority be provided to execute a contract with DRC in the amount of
$883,128.79 for the Master Channel 31 Drainage Channel Excavation Project.
LIST OF SUPPORTING DOCUMENTS:
Resolution
Project Budget
Location Map
Presentation
K:\ENGINEERING\LEGISTAR\2 - NOVEMBER 11\MASTER CHANNEL 31\AGENDA MEMO MASTER CHANNEL 31.DOCX
Resolution authorizing the City Manager or designee to
execute a construction contract in the amount of $883,128.79
with DRC Emergency Services, LLC for the Master Channel
31 Drainage Channel Excavation Project.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS:
Section 1. The City Council finds that the City of Corpus Christi has complied with
the requirements of Chapter 252 of Texas Local Government Code for notice of
bids for the procurement of bids for the Master Channel 31 Drainage Channel
Excavation Project.
Section 2. The City Council finds that DRC Emergency Services, LLC of Mobile,
Alabama has submitted a bid for the Master Channel 31 Drainage Channel
Excavation Project in accordance with Chapter 252 of the Texas Local
Government Code.
Section 3. The City Council finds that DRC Emergency Services, LLC is the
lowest responsible bidder for the Master Channel 31 Drainage Channel
Excavation Project in accordance with Section 252.043, Texas Local Government
Code.
Section 4. The City Council awards to DRC Emergency Services, LLC of Mobile,
Alabama the construction contract for the Master Channel 31 Drainage Channel
Excavation Project.
Section 5. The City Manager or designee is authorized to execute a construction
contract in the amount of $883,128.79 with DRC Emergency Services, LLC for the
Master Channel 31 Drainage Channel Excavation Project.
ATTEST: THE CITY OF CORPUS CHRISTI
Rebecca Huerta
City Secretary
Nelda Martinez
Mayor
K:\Engineering\LEGISTAR\2 - November 11\Master Channel 31 \RESO Master Channel 31.docx
Corpus Christi, Texas
of
The above resolution was passed by the following vote:
Nelda Martinez
Kelley Allen
Rudy Garza
Priscilla Leal
David Loeb
Chad Magill
Colleen McIntyre
Lillian Riojas
Mark Scott
K:\Engineering\LEGISTAR\2 - November 11\Master Channel 31\RESO Master Channel 31.docx
PROJECT BUDGET ESTIMATE
Master Channel 31 Drainage Channel Excavation
Project No. 2235
FUNDS AVAILABLE:
Storm Water CIP $ 1,263,600.00
TOTAL 1,263,600.00
FUNDS REQUIRED:
Construction (DRC Emergency Services, LLC) 883,128.79
Contingency (10%) 88,312.88
Design Fees:
Engineering (Freese and Nichols)Amendment No. 1 36,587.00
Engineering (Freese and Nichols) 39,737.00
Testing (Rock) 4,724.00
Reimbursements:
Contract Administration (Capital Programs/Capital Budget/Finance) 28,431.00
Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt) 44,226.00
Misc. (Printing, Advertising, etc.) 6,318.00
TOTAL $1,131,464.67
ESTIMATED PROJECT BUDGET BALANCE $132,135.33
* Remaining project budget to be used for future project phases
Project Location
PROJECT # 2235
LOCATION MAP
NOT TO SCALE
Master Channel 31
Drainage Channel Excavation
CITY COUNCIL EXHIBIT
CITY OF CORPUS CHRISTI, TEXAS
DEPARMENT OF CAPITAL PROGRAMS
PAGE 1OF1
Corpus Chr sti
Capital Programs
Master Channel 31
Drainage Channel Excavation
Council Presentation
November 11, 2014
Project Scope
7 -
lick/0)
Corpus Chr sti
Capital Programs
Base Bid includes:
excavation and
grading to restore
damaged area of
side slopes and also
provide slope
protection
Concrete work on
culvert/ outfalls
Other miscellaneous
items
ratkil
..... Project Location
PROJECT #: 2235
Project Schedule
14011)
Corpus Chr sti
Capital Programs
2011 2012 2013 2014 2015
Jul Aug
Sep Oct
Nov DeclJan
Feb4p
M1lun
Jul Aug
Sep Oct
Nov DeclJan
Feb Mat Apr
Mailun
Jul Aug
ep
Oct
NovDecJan
Feb
MarApr
Ma
Design
Jun
Jul Aug
Sep
Oct
Nov
Dec
Bid
Project Estimate: 180 Calendar Days 6 Months
Jan
Feb
Mar
Apr
MayJun
Construction
Project Budget
Corpus Chr sti
Capital Programs
FUNDS AVAILABLE:
Storm Water CIP $1,263,600.00
FUNDS REQUIRED:
Construction (DRC Emergency Services, LLC) 883,128.79
Contingency (10%) 88,312.88
Design Fees:
Engineering (Freese and Nichols)Amendment No. 1 36,587.00
Engineering (Freese and Nichols) 39,737.00
Testing (Rock) 4,724.00
Reimbursements 78,975.00
TOTAL
$1,131,464.67
ESTIMATED PROJECT BUDGET BALANCE $132,135.33
* Remaining project budget to be used for future project phases
AGENDA MEMORANDUM
First Reading for the City Council Meeting of November 11, 2014
Second Reading for the City Council Meeting of November 18, 2014
DATE: November 4, 2014
TO: Ronald L. Olson, City Manager
THRU: Gustavo Gonzalez, P. E., Assistant City Manager for Public Works &
Utilities
gustavogo@cctexas.com; 826-3897
THRU: Valerie H. Gray, P. E., Interim Executive Director of Public Works
valerieg@cctexas.com; 826-1875
FROM: Natasha Fudge, P. E., Acting Director of Capital Programs
natashaf@cctexas.com; 826-3504
Michael Morris, Director of Parks and Recreation
michaelmo@cctexas.com; 826-3494
Project Cooperation Agreement
General Land Office McGee Beach Nourishment
CAPTION:
Motion authorizing the City Manager or designee to execute a Project Cooperative
Agreement with the Texas General Land Office in the amount of $264,000 for the McGee
Beach Nourishment project for design, data collection, permitting, engineering and
construction oversight.
PURPOSE:
The purpose of this Agenda Item is to execute a Project Cooperation Agreement to
conduct a beach nourishment project at McGee Beach by collecting data, obtaining
permits, developing an engineering design, and performing final construction of the
beach. This agreement provides the City's portion of the design and construction
oversight of the beach nourishment project which will be constructed concurrently with
the North Beach Nourishment project. Performing the projects together will decrease
costs and improve efficiency.
BACKGROUND AND FINDINGS:
This project will include data collection, design, permitting and construction of beach
nourishment for 1,800 feet of Corpus Christi Bay Shoreline at McGee Beach. The Texas
General Land Office (GLO) will manage the project and contract with a professional
service provider to prepare construction plans.
This project cooperation agreement with the Texas General Land Office provides for
matching funds for design, data collection, permitting, engineering and construction
oversight.
ALTERNATIVES:
1. Execute the interlocal agreement with the Texas General Land Office as
proposed.
2. Do not execute the interlocal agreement with the Texas General Land Office as
proposed.
(Not recommended)
OTHER CONSIDERATIONS:
McGee Beach is a key element of the City's downtown flood protection and serves
to mitigate wave action during storm events.
Project was approved by the Economic Development Corporation Type A Board
through approval of the Seawall Maintenance Fund Program.
Beach nourishment protects the beach from erosion and, if maintained regularly,
will reduce future beach nourishment costs.
CONFORMITY TO CITY POLICY:
Conforms to City Fiscal Policy and the City's Charter.
EMERGENCY / NON -EMERGENCY:
Not applicable
DEPARTMENTAL CLEARANCES:
Parks and Recreation
FINANCIAL IMPACT:
❑ Operating ❑ Revenue
X Capital
❑ Not applicable
Fiscal Year: 2014-2015
Project to Date
Expenditures
(CIP only)
Current
Year
Future Years
TOTALS
Line Item Budget
$1,200,000
$405,000
$1,605,000
Encumbered / Expended
Amount
This item
$264,000
$264,000
Future Anticipated
expenditures for this
project
$746,000
$405,000
$1,151,000
BALANCE
$190,000
$0
$190,000
Fund(s): Type A Board, Texas General Land Office Grant
RECOMMENDATION:
City Staff recommends the approval of the Interlocal Agreement between the City of
Corpus Christi and the Texas General Land Office.
LIST OF SUPPORTING DOCUMENTS:
Project Budget
Location Map
Presentation
PROJECT BUDGET
Interlocal Agreement - Texas General Land Office
McGee Beach Nourishment
(Project # E14048)
PROJECT FUNDS AVAILABLE:
Type A Board Funds $ 1,200,000.00
Future Type A Board Fund Request $ 405,000.00
TOTAL 1,605,000.00
FUNDS REQUIRED:
Construction (preliminary estimate) 1,000,000.00
Contingency 100,000.00
Engineering Fees:
Engineering -Texas General Land Office 264,000.00
Reimbursements:
Administration/Finance (Capital Programs/Capital Budget/Finance) 17,295.00
Engineering Services (Project Mgmt) 32,100.00
Misc. 1,605.00
TOTAL $ 1,415,000.00
ESTIMATED PROJECT BUDGET BALANCE $ 190,000.00
Project Location
PROJECT #
LOCATION MAP
NOT TO SCALE
McGee Beach
Nourishment Project
CITY COUNCIL EXHIBIT
CITY OF CORPUS CHRISTI, TEXAS
DEPARMENT OF CAPITAL PROGRAMS
PAGE 1 OF 1
COASTAL EROSION PLANNING AND RESPONSE ACT
PROJECT COOPERATION AGREEMENT
GLO CONTRACT No. 14-331-000-8557
CEPRA PROJECT No. 1605
This project cooperation agreement (the "Contract") is entered into by and between the
GENERAL LAND OFFICE (the "GLO") and CITY OF CORPUS CHRISTI, the Qualified Project
Partner ("QPP"), each a "Party" and collectively "the Parties," under the Coastal Erosion
Planning and Response Act, Texas Natural Resources Code Sections 33.601-.613 ("CEPRA" or
the "Act") for GLO Contract No. 14-331-000-8557, CEPRA Project No. 1605, entitled, "McGee
Beach Nourishment."
ARTICLE 1 — GENERAL PROVISIONS
1.01 PURPOSE
The purpose of this Contract is to set forth the terms and conditions of the cooperation of
QPP in a CEPRA project managed by the GLO, with funding provided by the GLO and
QPP.
1.02 CONTRACT DOCUMENTS
The GLO and QPP hereby agree that this Contract and the following Attachments,
attached hereto (or incorporated by reference as if physically attached) and incorporated
herein for all purposes in their entirety, shall govern the Contract:
ATTACHMENT A: PROJECT WORK PLAN AND BUDGET
ATTACHMENT B: PROJECT LOCATION MAP(S)
ATTACHMENT C: GENERAL AFFIRMATIONS
1.03 DEFINITIONS
"Account" means the coastal erosion response account as defined in Section 33.604 of
the Texas Natural Resources Code.
"Administrative and Audit Regulations" means the statutes and regulations included in
Chapter 321 of the Government Code; Subchapter F of Chapter 2155 of the Government
Code; and the requirements of Article VI herein. State agencies with the necessary legal
authority include, but are not limited to: the GLO, the GLO's contracted examiners, the
State Auditor's Office, and the Texas Attorney General's Office.
GLO Contract No. 14-331-000-8557
CEPRA Project No. 1605
Page 1 of 13
contracts (including this Contract) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto,
but only to the extent that such amendments and other modifications are not
prohibited by the terms of this Contract, and (ii) references to any statute or
regulation are to be construed as including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing, or interpreting the statute or
regulation;
(d) The captions and headings of this Contract are for convenience of reference only
and shall not affect the interpretation of this Contract;
(e) All Attachments to this Contract, including those incorporated by reference, and
any Amendments are considered part of the terms of this Contract;
(fj This Contract may use several different limitations, regulations, or policies to
regulate the same or similar matters. All such limitations, regulations, and
policies are cumulative and each shall be performed in accordance with its terms;
(g) Unless otherwise expressly provided, reference to any action of the GLO or by the
GLO by way of consent, approval, or waiver shall be deemed modified by the
phrase "in its/their sole discretion." Notwithstanding the preceding sentence, any
approval, consent, or waiver required by, or requested of, the GLO shall not be
unreasonably withheld or delayed;
(h) All due dates and/or deadlines referenced in this Contract that occur on a weekend
or holiday shall be considered as if occurring on the next business day;
(i) All time periods in this Contract shall commence on the day after the date on
which the applicable event occurred, a report is submitted, or a request is
received; and
(j) Time is of the essence in this Contract.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
GLO Contract No. 14-331-000-8557
CEPRA Project No. 1605
Page 3 of 13
ARTICLE 2 — SCOPE OF PROJECT
2.01 PROJECT REQUIREMENTS
The Parties agree to cooperate to conduct a beach nourishment project at McGee Beach
in Corpus Christi, Texas by collecting data, obtaining permits, developing an engineering
design, and performing final construction of the beach (the "Project"). The Project area
is depicted on the Project Location Map(s), attached hereto and incorporated herein in
their entirety for all purposes as Attachment B. The Parties shall complete the Project
in accordance with the Project Work Plan and Budget in Attachment A and the General
Affirmations in Attachment C.
The Work Plan or Budget may be amended by written agreement of the Parties if
initiated by the GLO or by submission by QPP of a written request and detailed
justification to the GLO Project Manager listed in SECTION 2.03. Amendments to the
Work Plan or Budget may delay performance of the Project. ANY COSTS INCURRED
WHILE AWAITING APPROVAL OF AMENDMENTS REQUESTED BY QPP ARE THE
RESPONSIBILITY OF QPP.
2.03 PROJECT MANAGERS
The designated Project Managers for this Project are:
GLO
Michael Weeks, Project Manager
Texas General Land Office
Coastal Resources Division
P. O. Box 12873
Austin, TX 78711-2873
TEL: (512) 463-3230
FAX: (512) 475-0680
E-mail: michael.weeks@glo.texas.gov
QPP
Jamie Pyle, Project Manager
City of Corpus Christi
1201 Leopard St.
Corpus Christi, Texas 78401
TEL: (361) 826-3502
FAX: (361) 826-3501
E-mail: jamiepy@cctexas.com
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
GLO Contract No. 14-331-000-8557
CEPRA Project No. 1605
Page 4 of 13
ARTICLE 3 - TERM
3.01 DURATION
This Contract shall be effective as of the date executed by the last Party and shall
terminate upon completion of the Project in the sole determination of the GLO, or on
August 31, 2015, whichever occurs first. Renewals, if any, shall be upon terms mutually
agreeable to the Parties, and shall be from September 1 to August 31, always coinciding
with the state's fiscal year.
3.02 EARLY TERMINATION
The GLO may terminate this Contract by giving written notice specifying a termination
date at least thirty (30) days subsequent to the date of the notice. Upon receipt of any
such notice, QPP shall cease any work, undertake to terminate any relevant subcontracts,
and incur no further expense related to this Contract. Such early termination shall be
subject to the equitable settlement of the respective interests of the Parties, accrued up to
the date of termination.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
GLO Contract No. 14-331-000-8557
CEPRA Project No. 1605
Page 5 of 13
Attachment C have been reviewed, and that QPP is in compliance with each of the
requirements reflected therein.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
GLO Contract No. 14-331-000-8557
CEPRA Project No. 1605
Page 7 of 13
ARTICLE 6 — RECORDS, INSPECTION AND AUDIT, RETENTION, PUBLIC INFORMATION AND
CONFIDENTIALITY
6.01 Booics AND RECORDS
QPP shall keep and maintain full, true, and complete records in accordance with GAAP or
GASB, whichever is applicable, as necessary to fully disclose to the GLO, the Texas State
Auditor's Office, the United States Government, and/or their authorized representatives
sufficient information to determine compliance with the terms and conditions of this
Contract, other applicable agreements, and all state and federal rules, regulations, and
statutes.
6.02 INSPECTION AND AUDIT
Pursuant to Texas Gov't Code Chapter 2262, QPP agrees that all relevant records related
to this Contract, including the records of its Subcontractors, shall be subject to the
Administrative and Audit Regulations. QPP understands that acceptance of assistance
under this Contract acts as acceptance of the authority of the State Auditor's Office to
conduct an audit or investigation in connection with the Project. Accordingly, such
records shall be subject at any time to inspection, examination, audit, and copying at any
location where such records may be found, with or without notice from the GLO or other
government entity with necessary legal authority. QPP agrees to cooperate fully with any
state entity in the conduct of inspection, examination, audit, and copying, including
providing all relevant records and information requested. QPP SHALL ENSURE THAT ALL
SUBCONTRACTS AWARDED IN ASSOCIATION WITH THIS CONTRACT REFLECT THE
REQUIREMENTS OF THIS SECTION AND THE REQUIREMENT TO COOPERATE.
6.03 PERIOD OF RETENTION
QPP shall retain all records relevant to this Contract for a minimum of four (4) years. The
period of retention begins at the date of termination of the Contract or "GLO Special
Document No. XXX", whichever is later. The period of retention shall be extended for a
period reasonably necessary to complete an audit and/or to complete any administrative
proceeding or litigation that may ensue.
6.04 PUBLIC INFORMATION
Information related to the performance of this Contract may be subject to the Public
Information Act ("PIA") and will be withheld from public disclosure or released only in
accordance therewith. QPP shall make any information required under the PIA available to
the GLO in portable document file (".pdf') format or any other format agreed between the
Parties. Failure of QPP to mark as "confidential" or a "trade secret" any information that it
believes to be excepted from disclosure waives any and all claims QPP may make against
the GLO for releasing such information without prior notice to QPP.
6.05 CONFIDENTIALITY
To the extent permitted by law, QPP and the GLO agree to keep all information
confidential, in whatever form produced, prepared, observed, or received by QPP or the
GLO to the extent that such information is: (a) confidential by law; (b) marked or
designated "confidential" (or words to that effect) by QPP or the GLO; or (c) information
that QPP or the GLO is otherwise required to keep confidential by this Contract.
Furthermore, QPP will not advertise that it is doing business with the GLO, use this
GLO Contract No. 14-331-000-8557
CEPRA Project No. 1605
Page 9 of 13
Contract as a marketing or sales tool, or make any press releases concerning this Contract
without the prior written consent of the GLO.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
GLO Contract No. 14-331-000-8557
CEPRA Project No. 1605
Page 10 of 13
ARTICLE 7 - MISCELLANEOUS PROVISIONS
7.01 INSURANCE
Pursuant to Chapter 2259 of the Texas Government Code entitled, "Self -Insurance by
Governmental Units," QPP is self-insured and, therefore, is not required to purchase
insurance.
7.02 LEGAL OBLIGATIONS
QPP shall procure and maintain for the duration of this Contract any state, county, city, or
federal license, authorization, insurance, waiver, permit, qualification or certification
required by statute, ordinance, law, or regulation to be held by QPP to perform the under
the contract. QPP will be responsible for payment of all taxes, assessments, fees,
premiums, permits, and licenses required by law. QPP agrees to be responsible for
payment of any such government obligations not paid by its subcontractors during
performance of this Contract.
7.03 INDEMNITY
AS GOVERNMENTAL ENTITIES AND AS REQUIRED UNDER THE CONSTITUTION AND LAWS
OF THE STATE OF TEXAS, EACH PARTY UNDERSTANDS THAT IT IS LIABLE FOR ANY
PERSONAL INJURIES, PROPERTY DAMAGE, OR DEATH RESULTING FROM ITS ACTS OR
OMISSIONS. IN THE EVENT THAT THE GLO IS NAMED AS A PARTY DEFENDANT IN ANY
LITIGATION ARISING OUT OF ALLEGATIONS OF PERSONAL INJURY, DEATH, OR
PROPERTY DAMAGE RESULTING FROM THE ACTS OR OMISSIONS OF QPP, AND FOR
WHICH THE GLO IS LIABLE, IF AT ALL, ONLY THROUGH THE VICARIOUS LIABILITY OF
QPP THEN, IN SUCH EVENT, QPP AGREES THAT IT WILL PAY, ON BEHALF OF THE GLO,
ALL COSTS AND EXPENSES OF LITIGATION, INCLUDING ANY COURT COSTS, REASONABLE
ATTORNEYS' FEES, FEES OF ATTORNEYS APPROVED BY THE OFFICE OF THE TEXAS
ATTORNEY GENERAL, AS WELL AS ALL AMOUNTS PAID IN SETTLEMENT OF ANY CLAIM,
ACTION, OR SUIT, INCLUDING JUDGMENT OR VERDICT, ARISING OUT OF OR IN
CONNECTION WITH THIS CONTRACT. IN THE EVENT THAT QPP IS NAMED AS A PARTY
DEFENDANT IN ANY LITIGATION SEEKING ANY DAMAGES FOR ANY PROPERTY DAMAGE,
PERSONAL INJURY, OR DEATH RESULTING OUT OF THE GLO's ACTIONS OR OMISSIONS,
AND QPP's SOLE LIABILITY, IF ANY, IS ONLY VICARIOUSLY THROUGH THE GLO, THEN,
IN SUCH EVENT, THE GLO AGREES TO PAY ANY AND ALL CLAIMS, DEMANDS, OR LOSSES,
INCLUDING EXPENSES OF LITIGATION, INCLUDING REASONABLE ATTORNEYS' FEES AND
COURT COSTS INCURRED BY QPP, INCLUDING ANY VERDICTS OR JUDGMENTS OR
AMOUNTS PAID IN SETTLEMENT OF ANY CLAIM ARISING OUT OF, OR IN CONNECTION
WITH THIS CONTRACT. ANY ATTORNEYS RETAINED BY QPP TO REPRESENT ANY
INTEREST OF THE GLO MUST BE APPROVED BY THE GLO AND BY THE OFFICE OF THE
TEXAS ATTORNEY GENERAL. ANY ATTORNEYS RETAINED BY THE GLO TO REPRESENT
THE INTEREST OF QPP MUST BE APPROVED BY QPP.
7.04 RELATIONSHIP OF THE PARTIES
QPP is associated with the GLO only for the purposes and to the extent specified in this
Contract and with respect to QPP's performance pursuant to this Contract. QPP shall have
the sole right to supervise, manage, operate, control, and direct performance of the details
incident to any duties QPP has under this Contract. Nothing contained in this Contract
shall be deemed or construed to create a partnership or joint venture, to create relationships
GLO Contract No. 14-331-000-8557
CEPRA Project No. 1605
Page 11 of 13
of an employer-employee or principal -agent, or to otherwise create for the GLO any
liability whatsoever with respect to the indebtedness, liabilities, and obligations of QPP or
any other party.
7.05 COMPLIANCE WITH OTHER LAWS
In the performance of this Contract, QPP shall comply with all applicable federal, state,
and local laws, ordinances, and regulations. QPP shall make itself familiar with and at all
times shall observe and comply with all federal, state, and local laws, ordinances, and
regulations that in any manner affect performance under this Contract.
7.06 NOTICES
Any notices required under this Contract shall be deemed delivered when deposited either
in the United States mail, postage paid, certified, return receipt requested; or with a
common carrier, overnight, signature required, to the appropriate address below:
If to the GLO:
Texas General Land Office
1700 Congress Avenue
Austin, TX 78701
Attention: Legal Services Division — Mail Code 158
If to QPP:
City of Corpus Christi
1201 Leopard St.
Corpus Christie, Texas 78401
Attention: Jamie Pyle, Projects Engineer
Notice given in any other manner shall be deemed effective only if and when received by
the Party to be notified. Either Party may change its address for notice by written notice to
the other Party as herein provided.
7.07 GOVERNING LAW AND VENUE
This Contract and the rights and obligations of the Parties hereto shall be governed by,
and construed according to, the laws of the State of Texas, exclusive of conflicts of law
provisions. Venue of any suit brought under this Contract shall be in a court of
competent jurisdiction in Travis County, Texas. QPP irrevocably waives any objection,
including any objection to personal jurisdiction or the laying of venue or based on the
grounds of forum non conveniens, which it may now or hereafter have to the bringing of
any action or proceeding in such jurisdiction in respect of this Contract or any document
related hereto. Nothing in this section shall be construed as a waiver of sovereign
immunity by the GLO or QPP.
7.08 DISPUTE RESOLUTION
If a Contract dispute arises that cannot be resolved to the satisfaction of the Parties, either
Party may notify the other Party in writing of the dispute. If the Parties are unable to
satisfactorily resolve the dispute within fourteen (14) days of the written notification, the
Parties must use the dispute resolution process provided for in Chapter 2260 of the Texas
Government Code to attempt to resolve the dispute. This provision shall not apply to any
matter with respect to which either Party may make a decision within its respective sole
discretion.
GLO Contract No. 14-331-000-8557
CEPRA Project No. 1605
Page 12 of 13
7.09 ENTIRE CONTRACT AND MODIFICATIONS
This Contract, its integrated attachment(s), and any purchase order issued in conjunction
with this Contract constitute the entire agreement of the Parties and are intended as a
complete and exclusive statement of the promises, representations, negotiations,
discussions, and other agreements that may have been made in connection with the subject
matter hereof. Any additional or conflicting terms in such attachment(s) and/or purchase
order shall be harmonized with this Contract to the extent possible. Unless such integrated
attachment or purchase order specifically displays a mutual intent to amend a particular
part of this Contract, general conflicts in language shall be construed consistently with the
terms of this Contract.
7.10 PROPER AUTHORITY
Each Party hereto represents and warrants that (1) it has authority to perform under this
contract under authority granted in Chapter 791, Texas Government Code, and (2) the
person executing this Contract on its behalf has full power and authority to enter into this
Contract. QPP acknowledges that this Contract is effective for the period of time specified
in the Contract. Any services performed by QPP before this Contract is effective or after it
ceases to be effective are performed at the sole risk of QPP.
7.11 COUNTERPARTS
This Contract may be executed in any number of counterparts, each of which shall be an
original, and all such counterparts shall together constitute but one and the same Contract.
If the Contract is not executed by QPP within thirty (30) days of receipt, this Contract
may be declared null and void, in the sole discretion of the GLO.
7.12 SEVERABILITY
If any provision contained in this Contract is held to be unenforceable by a court of law or
equity, this Contract shall be construed as if such provision did not exist and the non -
enforceability of such provision shall not be held to render any other provision or
provisions of this Contract unenforceable.
7.13 FORCE MAJEURE
Except with respect to the obligation of payments under this Contract, if either of the
Parties, after a good faith effort, is prevented from complying with any express or implied
covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God;
any valid order, rule, or regulation of governmental authority; or similar events that are
beyond the control of the affected Party (collectively referred to as a "Force Majeure"),
then, while so prevented, the affected Party's obligation to comply with such covenant shall
be suspended, and the affected Party shall not be liable for damages for failure to comply
with such covenant. In any such event, the Party claiming Force Majeure shall promptly
notify the other Party of the Force Majeure event in writing and, if possible, such notice
shall set forth the extent and duration thereof. The Party claiming Force Majeure shall
exercise due diligence to prevent, eliminate, or overcome such Force Majeure event where
it is possible to do so and shall resume performance at the earliest possible date. However,
if non-performance continues for more than thirty (30) days, the GLO may, at its sole
discretion, terminate this Contract immediately upon written notification to QPP.
SIGNATURE PAGE FOLLOWS
GLO Contract No. 14-331-000-8557
CEPRA Project No. 1605
Page 13 of 13
SIGNATURE PAGE FOR GLO CONTRACT NO. 14-331-000-8557
CEPRA PROJECT No. 1605
GENERAL LAND OFFICE CITY OF CORPUS CHRISTI
Lany L. Laine, Chief Clerk/
Deputy Land Commissioner
Date of execution:
:iettEGAL
CSD -P1.1
CSD-Dcpu
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AGC
GC
Name:
Title:
Date of execution:
ATTACHMENTS TO THIS CONTRACT:
ATTACHMENT A: PROJECT WORK PLAN AND BUDGET
ATTACHMENT B: PROJECT LOCATION MAP(S)
ATTACHMENT C: GENERAL AFFIRMATIONS
ATTACHMENTS FOLLOW
Attachment A
GLO Contract No. 14-331-000-8557
Page 1 of 3
WORK PLAN
MCGEE BEACH NOURISHMENT, CEPRA PROJECT # 1605
DATA COLLECTION, FINAL DESIGN, PERMITTING, AND CONSTRUCTION
OVERSIGHT
1. To address erosion of approximately 1,800 feet of Gulf shoreline at McGee Beach, the
GLO shall:
a. Expend from the CEPRA account an amount not to exceed $5,000 of In -Kind
services to the project budget.
b. Manage the project and identify, document, and confer with the Qualified
Project Partner, the exact location and extent of the Project area.
c. Confirm with the Qualified Project Partner, the preferred alternative(s) for
erosion response at the Project site.
d. Contract with a professional services provider to:
document existing conditions/applications;
review and summarize historical data and engineering studies;
collect data and conduct surveying as required;
verify that all permit requirements have been met;
develop construction drawings and final design;
provide plans, specifications and bid package;
prepare final construction cost estimate;
provide bidding assistance and contract award recommendations for a
construction contractor;
perform construction contract administration services including on-site
observation of the work;
conduct post -project closeout program;
determine post -project monitoring
e. Assist the City of Corpus Christi with procuring other contracting services if
necessary or required.
f. Estimate total project costs and cost-sharing requirements.
g. Provide financial point of contact.
2. To address erosion of approximately 1,800 feet of Gulf shoreline at McGee Beach, the
Qualified Project Partner shall:
a. Provide $264,000 of match funding to the GLO.
b. Confer and cooperate with the GLO, the exact location and extent of the
Project area.
c. Enter into an agreement with the GLO to financially support the ongoing
maintenance of the beach.
d. Confer and cooperate with the GLO on the selection of the professional
service provider, scopes of work, preferred alternatives, and construction plan.
e. Procure other related contracting services if necessary or required
Attachment A
GLO Contract No. 14-331-000-8557
Page 2 of 3
f. Identify, document, and coordinate with the GLO any in-kind services that
will count toward the cost-sharing requirement under this Agreement:
labor;
contractual;
volunteers;
equipment; and
supplies.
g. Document local support (local associations, foundations, and others).
h. Confer and cooperate with the GLO to establish a process for obtaining land
owner consent, if needed.
i. Provide financial point of contact.
Attachment A
Contract No. 14-331-000-8557
Page 3 of 3
BUDGET
MCGEE BEACH NOURISHMENT, CEPRA PROJECT #1605
PROJECT COSTS
CONTRACTUAL
City of Corpus Christi - CASH
AMOUNT
Task 1.Data Collection, Permitting, Engineering, Construction Oversight
$264,000.00
$269,000.00
CEPRA:
CEPRA - IN-KIND
$5,000.00
CEPRA's TOTAL IN-KIND CONTRIBUTION
Subtotal
$269,000.00
TOTAL PROJECT CASH CONTRIBUTIONS
TOTAL PROJECT COST NOT TO EXCEED
$269,000.00
COST SHARING SUMMARY
QUALIFIED PROJECT PARTNER (QPP):
City of Corpus Christi - CASH
$264,000.00
QPP's TOTAL CASH CONTRIBUTION
$264,000.00
CEPRA:
CEPRA - IN-KIND
$5,000.00
CEPRA's TOTAL IN-KIND CONTRIBUTION
$5,000.00
TOTAL PROJECT CASH CONTRIBUTIONS
$264,000.00
TOTAL PROJECT CONTRIBUTIONS
$269,000.00
* Please specify when using historically underutilized business as required by state law.
Attachment B
Contract No. 14-331-000-8557
Page 1 of 2
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GENERAL. AFFIRMATIONS
Provider agrees without exception to the following a0innations:
I. The Provider has not given, offered to give, nor intends to give at anytime
hereafter any economic opportunity. future employment, gift. loan, gratuity.
special discount. trip, favor, or service to a public servant in connection with this
Contract.
2. I'unaautt to Title 10, Section 2155.004 of the Texas Government Code. the
l'rovider has not received compensation from the GLO for preparing any part of
this Contract.
3. Under Section 231.006, Family Code, the vendor or applicant certifies that the
individual or business entity named in this contract, bid, or application is not
ineligible to receive the specified grant, loan, or payment and acknowledges that
this contract may be terminated and payment may be withheld if this certification
is inaccurate. Any Provider subject to this section must include names and Social
Security numbers of each person with at least twenty-five percent (25%)
ownership in the business entity named in this Contract. This information must
be provided prior to execution of any offer.
4. Provider certifies that the individual or business entity named in this Contract: i)
has not been subjected to suspension, debarment, or similar ineligibility to receive
the specified contract as determined by any federal, state, or local governmental
entity; ii) is in compliance with the State of Texas statutes and rules relating to
procurement; and iii) is not listed on the federal government's terrorism watch list
as described in executive order 13224. Entities ineligible for federal procurement
arc listed at huo://www.cols Roy. Provider acknowledges that this contract may
be terminated and payment withheld if this certification is inaccurate.
5. Provider agrees that any payments due under this Contract will be applied towards
any debt, including. but not limited to, delinquent taxes and child support that is
owed to the State of Texas.
6. Provider certifies that they arc in compliance with Texas Government Code, Title
6, Subtitle 13, Section 669.003, relating to contracting with the executive head of a
state agency. If this section applies. Provider will complete the following
information in order for the bid to be evaluated:
Name of Formcr Executive:
Name of State Agency:
Date of Separation from State Agency:
Position with Provider;
Date of Employment with Provider:
7. Provider agrees to comply with Texas Government Code, Title 10, Subtitle D,
Section 2155.4441, relating to the purchase of products produced in the State of
Texas under service contracts.
Attachment C
Page 2 of 2
8. Provider understands that acceptance of funds under this Contract acts as
acceptance of the authority of the State Auditor's Office, or any successor agency,
to conduct an audit or investigation in connection with those funds. Provider
further agrees to cooperate fully with the State Auditor's Office, or its successor,
in conducting the audit or investigation, including providing all records requested.
Provider will ensure that this clause is included in any subcontract it awards.
9. Provider certifies that if it employs any former employee of the GLO, such
employee will perform no work in connection with this Contract during the
twelve (12) month period immediately following the employee's last date of
employment at the GLO.
10. The Provider shall not discriminate against any employee or applicant for
employment because of race, disability, color, religion, sex, age, or national
origin. The Provider shall take affirmative action to ensure that applicants are
employed and that employees are treated without regard to their race, color, sex,
religion, age, disability, or national origin. Such action shall include, but is not be
limited to, the following: employment, upgrading, demotion, or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or other
forms of compensation; and selection for training, including apprenticeship. The
Provider agrees to post notices, which set forth the provisions of this non-
discrimination article, in conspicuous places available to employees or applicants
for employment. The Provider shall include the above provisions in all
subcontracts pertaining to the work.
11. Provider understands that the GLO does not tolerate any type of fraud. The
agency's policy is to promote consistent, legal, and ethical organizational
behavior by assigning responsibilities and providing guidelines to enforce
controls. Any violations of law, agency policies, or standards of ethical conduct
will be investigated, and appropriate actions will be taken. Providers are expected
to report any possible fraudulent or dishonest acts, waste, or abuse affecting any
transaction with the GLO to the GLO's Internal Audit Director at 512.463.5338 or
tracey.hall@,glo.state.tx.us
NOTE: Information, documentation, and other material in connection with this
Contract may be subject to public disclosure pursuant to the "Public
Information Act," Chapter 552 of the Texas Government Code.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Interlocal Agreement
McGee Beach Nourishment
Corpus Chr'sti
Capital Programs
Council Presentation
November 11, 2014
Project Scope
Corpus chr "O
Corpus
Programs
Project to address erosion of
approximately 1,800 feet of shoreline at
McGee Beach. Agreement will include:
Professional Services to collect data
and conduct surveying
Verify permits
Develop construction plans and bid
package
Prepare cost estimate
Provide bid services
Perform construction administrative
services including observation and
closeout documents
Project Schedule
Carpus chr "O
Corpus
Programs
�INI�I�IFIMIA_IMI�I�IAISI�INI�I
Design
Bid Phase
Construction
Project Estimate: 425 Calendar Days 14 Months
Projected Schedule reflects City Council award in
October 2014 with anticipated construction
completion in December 2015.
Project Budget
Chr"1111Corpussti
Capital Programs
PROJECT FUNDS AVAILABLE:
Type A Board Funds $ 1,200,000.00
Future Type A Board Fund Request $ 405,000.00
TOTAL 1,605,000.00
FUNDS REQUIRED:
Construction (preliminary estimate) 1,000,000.00
Contingency 100,000.00
Engineering Fees:
Engineering -Texas General Land Office 264,000.00
Reimbursements: 51,000.00
TOTAL $ 1,415,000.00
ESTIMATED PROJECT BUDGET BALANCE $ 190,000.00
AGENDA MEMORANDUM
Future Item for the City Council Meeting of November 11, 2014
Action Item for the City Council Meeting of November 18, 2014
DATE: October 27, 2014
TO: Ronald L. Olson, City Manager
THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities
GustavoGocctexas.com
361-826-3897
THRU:
Valerie H. Gray, P.E., Interim Executive Director, Public Works
ValerieG@cctexas.com
361-826-3729
FROM: Lawrence Mikolajczyk, Director, Solid Waste Operations
Lawm@cctexas.com
361-826-1971
Solid Waste Operations Department Contract for
Anti -Litter Program and Media Campaign
CAPTION:
Motion ratifying expenditures of $106,017.15 incurred through the advertising firm of Bucket Works,
and authorizing the City Manager to execute an addendum to the Bucket Works contract for
additional expenditures not to exceed $20,000 to complete the ongoing anti -litter campaign.
PURPOSE:
The purpose is to ratify expenditures totaling $106,017.15 incurred with the advertising firm of
Bucket Works, as part of the Solid Waste Operations Department effort to reduce litter through
education, marketing, and media advertisement. To complete the ongoing anti litter campaign,
authorization is sought to incur additional expenditures with Bucket Works not to exceed $20,000.
BACKGROUND AND FINDINGS:
The Solid Waste Operations department entered into a Phase I contract for professional fees of
$47,300 with Bucket Works, in February 2014 to develop and administer the City's anti -litter
campaign. Phase II was to be an amendment to the original contract.
Under the Phase I services, the City has incurred additional expenses of $58,717.15 ($46,487.15 for
media purchases and fees, and $12,230 in professional fees) for a total amount of $106,017.15. The
entire amount is well within the budgeted amount. The $46,487.15 is an overage Bucket Works
spent primarily on media buying fees that were programmed to be billed directly to the City.
An additional amount of $12,230 over the original contract amount was a Phase II activity that was
was spent in Phase I. Total expenses incurred to date is $106,017.15.
This item furthers authorizes an additional $20,000 in professional services and media fees to
complete Phase II of the The "Leave it better than you found it" anti -litter campaign.
ALTERNATIVES:
1. Approve the above motion to ratify expenditures incurred and extend the services of Bucket
Works.
2. Do not approve. (Not Recommended)
OTHER CONSIDERATIONS:
The use of the Communication Department and other advertising agencies will be considered for
future anti -litter campaigns and other Solid Waste Department initiatives.
CONFORMITY TO CITY POLICY:
Conforms to City Fiscal Policy
EMERGENCY / NON -EMERGENCY:
Non -Emergency
DEPARTMENTAL CLEARANCES:
Management and Budget, Finance, City Attorney
FINANCIAL IMPACT:
X Operating
❑ Revenue
❑ Capital
❑ Not applicable
Fiscal Year:
2014-2015
Project to Date
Expenditures
(CIP only)
Current Year
Prior Years
TOTALS
Line Item Budget
$225,000.00
$92,850.88
$317,850.88
Encumbered /
Expended Amount
$13,166.27
$92,850.88
$106,017.15
This item
$20,000.00
$0
$20,000.00
BALANCE
$191,833.73
$0
$191,833.73
Fund: General Fund, Solid Waste Administration, Professional Services Account
Comments: A balance payments not to exceed $20,000 to Bucket Works will fund professional
services and media buying fees associated with the ongoing anti -litter education and outreach
campaign.
RECOMMENDATION:
Approval if this item is recommended.
LIST OF SUPPORTING DOCUMENTS:
Bucket Works Contract Addendum
Bucket Works Litter Ordinance Education Campaign
Page 1 of 2
tin)
Bucket Works
Agency/Advertiser Contract- Addendum
Creative Brief
Bucket Works will create and execute the anti -litter education campaign, "Leave It Better Than You Found It- CC
Pledge", that will focus on community outreach and education as outlined in the attached BW Education Campaign
Outline— CC Pledge.
Fee: Agency fee is based on hourly rate of $100.00. Agency will invoice 15% media buying fee on all applicable
media, and client will pay direct to media outlet. Any contracted professional services such as graphic design,
photography, video production, video production editing; printing, etc.; such charges will pre -approved by the
advertiser prior to and paid directly by the advertiser.
Contract Duration: October 1, 2014 — March 1, 2015
Project to not exceed $20,000 (Includes agency fee and 15% media buying fee. Does not include approved
contract services.)
1. Payment
All invoices are payable upon receipt. A $50 service charge is payable on all overdue balances for reissuing each
invoice at 31, 61 and 90 days from the date of original invoice. The grant of any license or right of copyright is
conditioned on receipt of full payment.
2. Default in payment
The Advertiser shall assume responsibility for cost outlays by agency in all collections of unpaid fees and of legal fees
necessitated by default in payment. Invoices in default will include but are not limited to fees for collection and legal
costs.
3. Estimates
The fees and expenses listed in "estimates" are based on a maximum estimate. Any line items not listed as contracted
services will be assessed at $100.00 per hour and the agency shall keep the Advertiser apprised of a tally of hours
within a reasonable period of time. Final fees and expenses shall be shown when invoice is rendered.
4. Changes
The Advertiser must assume that all additions, alterations, changes in content, layout or process changes requested
by the Advertiser will alter the time and cost. The Advertiser shall offer the Agency the first opportunity to make any
changes.
5. Cancellation
In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained
by the Agency, and a cancellation fee for work completed, and expenses already incurred, shall be paid by the
Advertiser. Cancellation fee is based on the hours submitted, if the project is on an hourly basis or a percentage based
on the time estimate for the entire job. A 100% cancellation fee is due once the project has been finished, whether
delivered to the Advertiser or not. If the project is on an hourly basis and the project is canceled by the Advertiser,
the Advertiser agrees to pay no less than 100% of the hours already billed for the project at the time of cancellation.
6. Ownership and return of artwork
The Agency retains ownership of all original artwork whether preliminary or final. If transfer of ownership of all rights
is desired, the rates may be increased. If the Advertiser wishes the ownership of the rights to a specific design or
concept, these may be purchased at any time for a recalculation of the hourly rate on the time billed or the entire
project cost.
7. Credit Lines
The Agency and any other creators shall receive a credit line with any editorial usage. If similar credit lines are to be
given with other types of usage, it must be so indicated here.
Page 2 of 2
8. Modifications
Modifications of the terms of this contract must be written and authorized by both parties, involving the
implementation of a new version of the contract as a whole following standard procedures of documentation and
approval.
9. Code of fair practice
The Agency warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original
and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work
or portions thereof obtained through the undersigned from third parties is original or, if previously published, that
consent to use has been obtained on an unlimited basis; that the Agency has full authority to make this agreement;
and that the work prepared by the Agency does not contain any scandalous, libelous, or unlawful matter. This
warranty does not extend to any uses that the Advertiser or others may make of the Agency's product that may
infringe on the rights of others. Advertiser expressly agrees that it will hold the Agency harmless for all liability caused
by the Advertiser's use of the Agency's product to the extent such use infringes on the rights of others.
10. Limitation of liability
Advertiser agrees that it shall not hold the Agency or his/her agents or employees liable for any incidental or
consequential damages that arise from the Agency's failure to perform any aspect of the project in a timely manner,
regardless of whether such failure was caused by intentional or negligent acts or omissions of the Agency
or Advertiser, any Advertiser representatives or employees, or a third party.
11. Dispute Resolution
Any disputes in excess of the maximum limit for small -claims court arising out of this Agreement shall be submitted to
binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration
Association. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction
thereof. The Advertiser shall pay all arbitration and court cost, reasonable attorney's fees, and legal interest on any
award of judgment in favor of the Agency. All actions, whether brought by Advertiser or by Agency will be filed in the
Agency's state/county of business/residence.
12. Acceptance of terms
The signature of both parties shall evidence acceptance of these terms.
Agency: .1100 Lit Ltd' Bucket Works, LLC
Date: 10/17/2014
Advertiser: City of Corpus Christi
Date:
Acceptance of terms
The action of the sending and receipt of this agreement via electronic method will hold both parties in acceptance of
these terms. The Agency as sender and the Advertiser as recipient will acknowledge acceptance of these terms either
through an e-mail noting acceptance or acceptance is acknowledged at the beginning of any work on said project.
Electronic signatures shall be considered legal and binding. This contract is held accountable to the legal system of
Nueces County and any applicable statutes held therein.
711 N. Carancahua, Suite 1603
Corpus Christi, TX 78401
Telephone (361) 884-2992 Fax (361) 882-1711
www.bucketworksadvertising.com
Bucket Works
advertising • association management • political campaigns
Litter Ordinance
Education Campaign
711 N. Carancahua, Suite 1603
Corpus Christi, TX 781+01
Telephone (361) 884-2992 Fax (361) 882-171
www.bucketworksadvertising.com
Litter Ordinance
Education Campaign*
Oct. 1, 2014 - March 1, 2015
Educational Campaign: "CC Pledge"
Bucket Works Cost: To not exceed $20,000 (includes media buying fee)
SERVICES INCLUDE:
Agency Services: $5,000
Advertising, Marketing & Public Relations Services
Design/Production Hours
o Billboard ads
o Print ads
o Digital ads
o Social media ads
o Out of Home ads
o Truck wraps
Media planning with non-traditional media outlets
Social Media Development
o Facebook messaging
o Twitter messaging
o Instagram messaging
Public Relations Services
o Write and publish opinion editorials
o Write and publish letters to the editor
Community Outreach
Retailers
o Partner outreach
o Development of online marketing toolbox
o Updates to mobile application
Schools
o Partner outreach
o Assistance with curriculum update
o Contests coordination
o Updates to mobile application
Events
o Partner outreach
o Development of online marketing toolbox
o Updates to mobile application
o Contests coordination
Media Buying Fee- Not to exceed $15,000
Amount based on approved media budget of $100,000. Bucket Works receives 15% media buying fee on all applicable media.
2 1 Bucket Works, LLC- Litter Ordinance Education Campaign
CONTRACTED SERVICES TO BE PAID DIRECTLY BY THE CLIENT
Vendor Costs- Not to exceed $13,050 (not included in Bucket Works $20,000 estimate):
Enlightened Images
o Estimate: $5,050
o Production of one English and one Spanish :30 TV spot
■ One full-day shoot
■ Editing for English and Spanish spot
■ Music track
■ Casting fee
■ Talent fee
Ensemble Group
o Estimate: $8,000
o Virtual pledge build
■ 4 page pledge (main page plus 3 pledge detail pages)
■ Link to social media pages for sharing
■ Background graphics as measurement tool
■ Pledge partner logo section
■ Video and picture capabilities
■ Partner Area to include:
o Capabilities to download media kits
o Capabilities to sign in with authentic log -in
■ Admin Area to include:
o Capabilities for minor editing of copy, pictures and video
o Capabilities for editing partner tool kit
o Pledge database
o Partner database with assigned access codes for tool box for tracking purposes
Agency fee is based on hourly rate of $100.00. Agency will invoice 15% media buying fee on all applicable media and will add as a
line item on each invoice, and client will pay direct to media outlet.
*Program only includes Agency fee. Estimate does not include any print production. Contracted vendors will be paid directly by Client.
3 1 Bucket Works, LLC- Litter Ordinance Education Campaign
AGENDA MEMORANDUM
Future Item for the City Council Meeting of November 11, 2014
Action Item for the City Council Meeting of November 18, 2014
DATE:
TO:
October 23, 2014
Ronald L. Olson, City Manager
FROM: Alyssa Barrera, Business Liaison — City Manager's Office
AlyssaB@cctexas.com
(361) 826-3356
Motion authorizing the City Manager or designee to execute an Amended Consulting Services
Agreement with the Corpus Christi Convention and Visitors Bureau for a period ending
September 30, 2015.
CAPTION:
Motion authorizing the City Manager or designee to execute an Amended Consulting Services
Agreement with the Corpus Christi Convention and Visitors Bureau (CCCVB) for a period ending
September 30, 2015.
PURPOSE:
The purpose of this item is to update the Consulting Services Agreement with the Corpus Christi
Convention and Visitors Bureau to align with the City's new fiscal year and correct the board
composition to reflect the amended By -Laws.
BACKGROUND AND FINDINGS:
On November 16, 2010, Council approved a motion authorizing the City Manager to enter into an
amended consulting agreement with the CCCVB for a period extending from November 1, 2010
to July 31, 2015. On October 23, 2014, the Board of Directors voted to add two members to their
composition, in an effort to include representation from significant developments in the local
tourism industry. The CCCVB is in compliance with the requirements of the Consulting Services
Agreement.
ALTERNATIVES:
The alternative was to not change the agreement's Fiscal Year or Board Composition.
OTHER CONSIDERATIONS:
N/A
CONFORMITY TO CITY POLICY:
Financial Plan
EMERGENCY / NON -EMERGENCY:
Non -Emergency
DEPARTMENTAL CLEARANCES:
Legal
FINANCIAL IMPACT:
❑ Operating ❑ Revenue
❑ Capital
X Not applicable
Fiscal Year:
2013-2014
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
Encumbered /
Expended Amount
This item
BALANCE
Fund(s): N/A
Comments: Financial considerations were included in the action taken by Council in April 2014,
which added the equivalent of two months revenues and expenditures to the FY 2014 Operating
Budget.
RECOMMENDATION:
Staff recommends approval of the motion to execute an Amended Consulting Services
Agreement.
LIST OF SUPPORTING DOCUMENTS:
2014 Amended CVB Agreement
AMENDED CONSULTING SERVICES AGREEMENT
BETWEEN
CITY OF CORPUS CHRISTI
AND
CORPUS CHRISTI CONVENTION & VISITORS BUREAU
This Amended Consulting Services Agreement is executed by and between the City of
Corpus Christi, Texas, a municipal corporation ("City") and the Corpus Christi Convention
& Visitors Bureau ("CCCVB"), a private, Texas nonprofit corporation organized for the
purpose of promoting convention and visitor activity in the Corpus Christi Bay area.
WHEREAS, the City desires to attract more visitors and conventioneers to Corpus Christi;
WHEREAS, the City benefits directly by increased sales lax and hotel and motel
occupancy tax income developed by visitors and conventioneers;
WHEREAS, the City benefits indirectly through the economic activity of visitors and
conventioneers who come to our City; and
WHEREAS, CCCVB has professional personnel who are trained and experienced in the
field of visitor and convention promotion, and the City desires to continue the professional
promotion and advertising service through a contractual arrangement with CCCVB;
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:
1. SCOPE OF SERVICES.
1.01. CCCVB shall perform the following services in a satisfactory and proper manner, as
determined by the City Manager or the City Manager's designee.
1.02. The CCCVB shall solicit various organizations and associations to conduct
meetings/conventions/tradeshows within Corpus Christi year-round. These target
organizations will be identified by CCCVB. In addition, CCCVB will utilize various
advertising/marketing techniques to promote City of Corpus Christi as a desirable
year-round meeting/convention destination.
1.03. CCCVB shall promote the City of Corpus Christi as a year-round tourism
destination. Those services must include, but are not limited to, information services, web
site, attendance at travel/trade/shows, e-mail requests, phone inquiries, advertising,
public relations special promotions, and packaging.
1.04. CCCVB shall design and implement an advertising campaign with state, national,
and international coverage to feature the Corpus Christi area as an attractive region in
which to vacation or have conventions or group meetings.
Page 1 of 12
1.05. CCCVB shall provide support services to conventions in Corpus Christi.
1.06. CCCVB shall operate visitor information centers, as CCCVB deems appropriate,
which must make referrals to City attractions, including, but not limited to, the Texas State
Aquarium, U.S.S. Lexington, Corpus Christi Museum of Science and History, American
Bank Center and Whataburger Field, as well as other area attractions.
1.07. CCCVB shall provide Information and advice to businesses interested in tourism
and convention -related business in the Corpus Christi area.
1.08. CCCVB shall advise the City on projected growth of tourism and convention -related
business for the next five years to assist City planning efforts.
2. APPROPRIATIONS AND AUDIT
2.01. CCCVB shall make a quarterly presentation to the City Council regarding CCCVB's
programs, projects, operations and expenditures.
2.02. The parties mutually agree and understand that funding under this Agreement is
subject to annual appropriations by the City Council; that each fiscal year's funding must
be included in the budget for that year; and the funding is not effective until approved by
the City Council.
2.03. CCCVB must maintain revenue provided under this Agreement in a separate
account established for that purpose and may not commingle City funds with any other
funds.
2.04. Expenditures exceeding the total budgeted amount must be paid from clearly
identified funds of CCCVB.
2.05. Interest earned on funds contributed to CCCVB by the City must be clearly
identified, credited, and reflected on the books as resulting from the investment of the
funds and the interest earned must be available for CCCVB use within the convention and
visitor fund account.
2.06. The parties agree that receipt of these funds creates a fiduciary duty of the
CCCVB.
2.07. CCCVB shall provide an Independent audit for expenditures of funds allocated
under this agreement for each year based on a fiscal year ending September 30.
2.08. Accounting records and the necessary independent audits must conform to the
accounting standards as promulgated by the American Institute of Certified Public
Accountants and to the requirements of applicable state law, so as to include a statement
of support, revenues, expenses, and balance sheets for all funds.
Page 2 of 12
2.09. Early reports of an independent audit of the CCCVB's expenditures and revenues
during the previous fiscal year performed by a Certified Public Accountant under
Generally Accepted Accounting Principles (GMP) must be submitted to the City Manager
within ninety (90) days after the end of each fiscal year that this Agreement is in effect.
2.10 City shall have the right during each calendar year or fiscal year to authorize an audit
of CCCVB's records pertaining to its revenues and expenditures of funds allocated under
this agreement. Such audits shall be undertaken by City's staff or a firm of Certified Public
Accountants satisfactory to City. The cost of such audit shall be paid by City.
3. RECORDS.
3.01. The books of account of the convention and visitor fund held by CCCVB must be
maintained in a form approved by the City's Director of Finance, and must be available for
inspection and copying by the Director, and the Director's duly authorized agents and
representatives during regular business hours of CCCVB. Records must be maintained
for at least 3 years after the expiration or termination of this agreement.
4. REPORTS.
4.01. By September 30 of each year the CCCVB shall provide City Manager with a
Business/Marketing plan that outlines the overall objectives of the CCCVB. The Plan
must describe the plan of action for the upcoming year, including strategic markets; a line
item budget; and significant initiatives. Opportunities to promote city funded venues must
be specifically identified and included in the plan. Other information necessary to describe
the CCCVB's efforts must be included, as well.
4.02. Performance Reports: The CCCVB shall periodically report to the City Council on
the activities and work accomplished. The CCCVB shall make any special presentations
or prepare specific reports, if requested by the members of the City Council, within 30
days of the request.
4.03. Annual Reports. The CCCVB shall report annually on the outcomes of the
performance measures presented in the Business/Marketing plan for the previous year.
The Annual Report is due within sixty (60) days after the end of each fiscal year while this
Agreement is in effect.
5. PERFORMANCE MEASURES.
5.01. The performance of the CCCVB under this agreement is based on level of hotel
occupancy tax earned.
5.02. CCCVB shall be deemed to have met its performance requirements for a particular
fiscal year if the amount of 7% portion of the hotel occupancy tax earned and received by
City for that CCCVB fiscal year meets or exceeds the minimum threshold of $6,200,000.
Page 3 of 12
5.03. Subject to the approval of the City Manager, the CCCVB shall, before undertaking
any special marketing campaign that is specifically funded by the Special Marketing
Fund, project the percentage increase in anticipated increase In Hotel Occupancy Tax
("HOT") revenues are expected over the prior three year rolling average of HOT
revenues.
5.04. CCCVB's fiscal year began August 1 and ended July 31. In fiscal year 2013-2014
the City adjusted its fiscal year to end on September 30. Beginning October 1, 2014,
CCCVB's fiscal year runs from October 1 through September 30, accordingly.
6. CONDUCT OF SERVICES
6.01. All of the Services provided by the CCCVB under this Agreement must be in
conformity with the purposes for which the HOT revenues may be expended as
authorized in the laws of the State of Texas.
7. BOND.
7.01. The officers and employees of CCCVB designated to withdraw funds from the
convention and visitor fund must be covered by a blanket fidelity bond in a penal sum of
$100,000. The bond mist be provided by CCCVB, issued by a corporate surety
designating CCCVB as named insured, the City as an additional named insured, and in
the form as to be approved by the City Attorney.
8. COMPENSATION.
8.01. The City agrees that for the convention and visitor services performed by CCCVB
under this Agreement, the City shall pay CCCVB annually the sum of 40% of the City's
7% hotel occupancy tax receipts received by the City for the CCCVB's current fiscal year,
but specifically excepting all hotel occupancy tax receipts received by the City that are
generated from any and all districts of the Schlitterbahn Beach Country project described
in the Chapter 380 Economic Development Incentive Agreement Between the City of
Corpus Christi, Texas and Upper Padre Partners, LP and North Padre Waterpark
Holdings, LTD approved by the City Council by Resolution No. 029487 on May 22, 2012
("Schlitterbahn"), divided into monthly payments described in Section 8.02. The amount
to be paid to CCCVB is referred to in this Agreement as the Base Amount. Provided,
however, that should hotel/motel tax receipts received by the City for the twelve months
ending March 31 in any year fall below $6,200,000, the Base Amount for the following
fiscal year may be renegotiated. Each of the above amounts must be calculated based
upon the amount of City hotel/motel tax receipts received by the City, excluding the two
percent increase adopted in 1999 for convention center expansion and revenues
authorized to clean and maintain public beaches by Chapters 156 and 351, Texas Tax
Code.
8.02. During the term of this Agreement, the City shall pay to CCCVB a sum equal to
Page 4 of 12
one -twelfth of the trial annual amount payable to CCCVB for the convention and visitor
services provided under this Agreement on or about the first of each month; provided
however, the City Manager is authorized to alter the payment schedule to increase
payments early in the year if the payments are justified by documentation provided by
CCCVB.
8.03. CCCVB may be entitled to additional incentive payment, to be calculated as follows:
excluding at hotel occupancy tax receipts received by the City that are generated from
any and all districts of Schlitterbahn, and excluding the 2% dedicated to repay the debt on
the American Bank Center and amounts authorized by State law for use to clean and
maintain public beaches, CCCVB shall receive 55% of the City's 7% hotel tax receipts,
only for amounts of the City's 7% hotel tax receipts that exceed the 3 year rolling average
by more than 5%, adjusted for the rate of inflation or deflation as the reported in the
Houston-Galveston-Brazoria, TX CPI , The 3 year rolling average is the average of the
City's 7% hotel tax receipts for previous three fiscal years. For example, suppose the
amount of hotel tax receipts for calendar years 2007 through 2009, after being adjusted
for inflation or deflation, is as follows:
Fiscal Year
Amount of 7% hotel tax receipts
2007
$6,000,000
2008
$6,180,000
2009
$6,365,400
2010
$6,750,000
The 3 year rolling average for fiscal year 2010 is $6,181,800, the average of the receipts
for years 2007, 2008, and 2009. The amount that exceeds the three (3) year rolling
average by more than 5% would be $6,490,890 ($6,181,800 X 105% equals $6,490,890).
Therefore, in this example, the incentive base to CCCVB in fiscal year 2010 would be the
difference between collections of $6,750,000 and $6,490,890, which equals $259,110.
Therefore, 55% of $259,110, or $142,511, would be paid as an incentive to the CCCVB.
Any year in which a limited number of ever -4'z or groups cause a disproportionate
increase in the HOT collections, the prior year's HOT collection plus 5% will be
substituted for the actual collection for that year. (The example above does not reflect any
adjustments for inflation or deflation.)
8.04. The City reserves the right to renegotiate in the second year of this agreement an
increase in the threshold required to be surpassed for the CCCVB to be eligible for the
increased incentive payment (i.e., current rate is 5%).
8.05. The City reserves the right to renegotiate the CCCVB's accountability for return on
investment on the expenditures of the Special Marketing Fund in the second year of the
agreement.
8.06. To receive an incentive payment, CCCVB must be in compliance with all terms of
this Agreement.
Page 5 of 12
8.07 For the convention and visitor services provided by CCCVB from August 1, 2014
through September 30, 2014, the City shall pay CCCVB $659,120.00.
9. BOARD OF DIRECTORS
9.01. The affairs of the CCCVB shall be governed by a board of directors ("Board"), which
must be composed of thirteen (13) members selected directly by the City Council of the
City. The members must be representatives of the following groups:
3 members from the hotel industry;
2 members from the attraction industry;
3 members from the restaurant industry; and
5 members from the community at large.
9.02 The Mayor and City Manager, or their designees, shall serve as ex -Officio advisory
non-voting members of the Board. In addition, the Council will appoint a representative
from the Port of Corpus Christi Authority, a representative from the Corpus Christi
International Airport, and a representative from the Regional Transportation Authority to
serve as ex -officio advisory non-voting members
9.03. Appointments to the Board will be for staggered, two-year terms. Current members
of the Board may serve until their current terms expire. No person may serve as a voting
member of the Board for a period longer than six years consecutively, unless the service
is required by virtue of the person's position or title or to complete an unexpired term.
9.04. The CCCVB may make recommendations to the City Council for directors as
directors' terms expire, but the CCCVB always shall nominate two (2) more individuals
than the total number of positions available. The City Council will provide serious
consideration to the Board's recommendations, but is not restricted to select members
submitted by the CCCVB or any other group.
9.05. Unexcused absences from more than twenty five (25) percent of regularly
scheduled meetings during a term year must result in an automatic vacancy, which
vacancy must be promptly reported to the City Council. An absence must be unexcused
unless excused by the board for good cause no later than its next meeting after the
absence. Any member, otherwise eligible, may not be precluded from reappointment by
reason of the automatic vacancy.
9.06. CCCVB's Board of Directors may establish those standing committees it deems
necessary. The Board is authorized to and must employ a President/Chief Executive
Officer to exercise day to day management and administration of CCCVB.
Page 6 of 12
9.07. The Board of Directors will operate under bylaws developed by the Board. Changes
to the bylaws may be made only by a two-thirds vote of CCCVB's Board of Directors. No
change in bylaws may be considered, which is inconsistent with any provision of this
Agreement, The City Manager will be notified of any proposed changes to the bylaws at
least two weeks prior to the adoption of the bylaws by the Board of Directors.
9.08. CCCVB agrees that meetings of its board of directors must be open to the public,
and the meetings may be closed only when the board determines that an executive
session is necessary for the purpose of discussing proprietary business.
9.09. The City and CCCVB agree that in no event may the City be liable for any contracts
made by CCCVB with any person, firm, corporation, association, or governmental body.
9.10. The City and CCCVB agree that in no event may the City be liable for any damages,
injuries, or losses charged to or adjudged against CCCVB arising from its operations, or
the use or maintenance of its facilities.
10. TERM AND TERMINATION
10.01. The term of the Agreement commences as of November 1, 2010 and continues
until September 30, 2015, subject to termination as provided in this Agreement.
10.02. Either party may terminate this Agreement at any time for any reason by giving one
year's prior written notice to the other party. In the event the City cancels this Agreement
upon one year's notice, the City assumes any obligations of the convention and visitor's
fund with a term of less than one year and any other obligation approved In advance by
the City Manager. The City reserves the right to terminate the contract without notice for
cause.
11. MISCELLANEOUS
11.01. This Agreement constitutes a novation .and supersedes all other contracts and
understandings previously made between the City and CCCVB.
11.02. CCCVB specifically reserves the right to change its name as a corporate entity and
do business under one or more assumed names in compliance with the laws of the State
of Texas. No change of name or use of additional names may be deemed a modification
of this Agreement.
11.03. CCCVB shall comply with all applicable Federal, State, and local laws, rules and
regulations in providing services under this agreement.
11.04. All notices, requests or other communications related to this Agreement must be
made in writing and may be given by: (a) depositing same in the United States Mail,
postage prepaid, certified, return receipt requested, addressed as set forth in this
paragraph; or (b) delivering the same to the party to be notified. Notice given under (a) of
Page 7 of 12
the prior sentence are effective upon deposit In the United States mail. The notice
addresses of the parties, until changed as provided in this Agreement, are as follows:
City: City of Corpus Christi, Texas
Attention: Ronald L. Olson, City Manager
1201 Leopard Street
P.O. Box 9277
Corpus Christi, Texas 78469
CCCVB: Corpus Christi Area Convention & Visitors Bureau
1201 Shoreline Drive
Corpus Christi, Texas 78401
Attn: Chief Executive Officer
11.05. If for any reason any section, paragraph, subdivision, clause, phrase, word, or
provision of this Agreement is held Invalid or unconstitutional by final judgment of a court
of competent jurisdiction, it may not affect any other section, paragraph, subdivision,
clause, phrase, word, or provision of this Agreement, for It is the definite intent of the
parties that every section, paragraph, subdivision, clause, phrase, word, or provision of
this Agreement be given full force and effect for its purpose.
11.06. No amendments, modifications, or other changes to this Agreement are valid or
effective absent the written agreement of the parties. This Agreement may be executed in
one or more counterparts, each of which are deemed an original, and all of which
constitute but one and the same instrument.
11.07. It is understood and agreed that CCCVB may copyright, to the use and benefit of
the City of Corpus Christi, any material or document it deems appropriate and qualified for
copyright and may administer the copyrights for ti- City during the term of this Agreement.
11.08. CCCVB agrees to comply with attached Exhibit A regarding insurance
requirements.
Executed on the dates indicated below binding the respective parties as of the date of last
signature.
CITY OF CORPUS CHRISTI, TEXAS CORPUS CHRISTI CONVENTION &
VISITORS BUREAU
By: By:
Ronald L. Olson Paulette Kluge
City Manager Chief Executive Officer
Date: Date:
Page 8 of 12
ATTEST:
Rebecca Huerta
City Secretary
Page 9 of 12
INSURANCE REQUIREMENTS
I. CCCVB'S LIABILITY INSURANCE
A. CCCVB may not commence work under this agreement until all Insurance required
in this Agreement has been obtained and the City has approved the insurance. CCCVB
may not allow any subcontractor to commence work until all similar insurance required of
the subcontractor has been obtained.
B. CCCVB must furnish to the City's Risk Manager, two (2) copies of Certificates of
Insurance, showing the following minimum coverage by insurance company(s)
acceptable to the City's Risk Manager. The City must be named as an additional insured
for the General liability policy and a blanket waiver of subrogation is required on all
applicable policies.
TYPE OF INSURANCE
MINIMUM INSURANCE COVERAGE
30 -Day written notice of cancellation,
non -renewal, termination, or material
chanae is reauired on all certificates
Bodily Injury and Property Damage Per
occurrence/aggregate
COMMERCIAL GENERAL LIABILITY
including:
1. Commercial Form
2. Premises — Operations
3. Products/ Completed Operations
4. Contractual Liability
$1,000,000 COMBINED SINGLE LIMIT
PROFESSIONAL LIABILITY: Coverage
provided must cover officers, directors,
employees and agents, including:
1. ERRORS and OMISSIONS
$1,000,000 COMBINED SINGLE LIMIT
In the event of accidents of any kind, CCCVB must furnish the City's Risk Manager with
copies of all reports of accidents within 10 days of any accident.
II. ADDITIONAL REQUIREMENTS
A. CCCVB's financial integrity is of interest to the City; therefore, subject to CCCVB's right
to maintain reasonable deductibles in such amounts as approved by the City, CCCVB
shall obtain and maintain in full force and effect for the duration of this Contract, and any
extension of the Agreement, at CCCVB's sole expense, insurance coverage written on an
occurrence basis, by companies authorized and admitted to do business in the State of
Texas and with an A.M. Best's rating of no less than A -VII.
Page 10 of 12
B. The City is entitled, upon request and without expense, to receive copies of the
policies, declarations pages, and all endorsements to the policies, as they apply to the
limits required by the City, and may require the deletion, revision, or modification of
particular policy terms, conditions, limitations, or exclusions (except where policy
provisions are established by law or regulation binding upon either of the parties to this
Agreement or the underwriter of any such policies). CCCVB shall comply with any
requests, and shall submit a copy of the replacement certificate of insurance to City at the
address provided below within 10 days of the requested change. CCCVB shall pay any
costs incurred resulting from the changes. All notices under this Exhibit must be given to
City at the following address:
City of Corpus Christi
Attn: Risk Management
P.O. Box 9277
Corpus Christi, TX 78469-9277
Fax#: (361) 826-4555
C. CCVB agrees that with respect to the above required insurance, all insurance policies
are to contain or be endorsed to contain the following required provisions:
1. Name the City and its officers, officials, employees, volunteers, and elected
representatives as additional insured by endorsement, with respect to operations
and activities of, or on behalf of, the named Insured performed under this
Agreement with the City, with the exception of the workers' compensation and
professional liability policies.
2. Provide for an endorsement that the "other insurance" clause shall not apply to the
City of Corpus Christi, where the City is an additional insured shown on the policy.
3. Provide thirty (30) calendar days advance written notice directly to City of any
suspension, cancellation, non -renewal, or material change in coverage, and not
less than ten (10) calendar days advance written notice for nonpayment of
premium.
D. Within five (5) calendar days of a suspension, cancellation, or non -renewal of
coverage, CCCVB shall provide a replacement Certificate of Insurance and applicable
endorsements to City. The City shall have the option to suspend CCCVB's performance
should there be a lapse in coverage at any time during this Agreement. Failure to provide
and to maintain the required insurance constitutes a material breach of this contract.
E. In addition to any other remedies the City may have upon CCCVB's failure to provide
and maintain any insurance or policy endorsements to the extent and within the time
required, the City has the right to order CCCVB to stop work under this Agreement, and
may withhold any payment that becomes due to CCCVB under this Agreement until
CCCVB demonstrates compliance with the requirements of this Exhibit.
Page 11 of 12
F. Nothing in this Exhibit may be construed as limiting In any way the extent to which
CCCVB may be held responsible for payments of damages to persons or property
resulting from CCCVB's or its subcontractors' performance of the work covered under this
Agreement.
G. It is agreed that CCCVB's Insurance is deemed primary and non-contributory with
respect to any insurance or self-insurance carried by the City of Corpus Christi for liability
arising out of operations under this Agreement.
H. It is understood and agreed that the insurance required by this Exhibit is in addition to
and separate from any other obligation contained in this contract.
Page 12 of 12
AGENDA MEMORANDUM
Future Item for the City Council Meeting of November 11, 2014
Action Item for the City Council Meeting of November 18, 2014
DATE: October 21, 2014
TO: Ronald L. Olson, City Manager
FROM: Mike Culbertson
(361) 882-7448
mculbertson@ccredc.com
Nominating voestalpine Texas, LLC as a Double Jumbo Texas Enterprise Zone Project
CAPTION:
Resolution nominating voestalpine Texas, LLC ("voestalpine") to the Office of the Governor
Economic Development & Tourism ("EDT") through the Economic Development Bank ("Bank")
as a Double Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act").
PURPOSE:
The purpose of this item is to nominate voestalpine as a Double Jumbo Texas Enterprise Zone
project in order to make them eligible for State sales tax rebates for investments and the
creation of jobs.
BACKGROUND AND FINDINGS:
Under State Law, the Office of the Governor - Economic Development and Tourism Division
through the Texas Economic Development Bank administers the Texas Enterprise Zone (TEZ)
Program. According to the Texas Enterprise Zone Act, Chapter 2303, Texas Government
Code, the purpose of the program is to encourage job creation and retention and capital
investment in areas of economic distress.
The 78th Legislature amended the act to increase participation in the program, decrease
paperwork and streamline the process. Under the amended act, communities are no longer
required to submit an application and fee to create an Enterprise Zone; designation of an
Enterprise Zone is automatic based on decennial figures. Areas designated as Enterprise Zones
include census block groups with 20 % poverty and areas federally designated as Renewal
Communities. Previously designated Enterprise Zones will be designated until their expiration,
after which the area would need to meet the 20 % poverty guideline. A project seeking
designation as a Texas Enterprise Zone Project still must seek nomination from the governing
body to the Office of the Governor for consideration and designation.
A designated project located in the Texas Enterprise Zone must agree to hire at least 25 %of its
employees from the Enterprise Zone or economically disadvantaged groups and in return will
receive a refund of sales and use tax (SUT) paid to the Office of the Comptroller. This project is
located within an Enterprise Zone.
The Program allows a refund of $2,500 for each job created or retained, up to 500 jobs. If
investment levels are adequate, the local nominating governing body may nominate a project as
a Double or Triple Jumbo Project designation, increasing the value per job created or retained
to $5,000 or $7,500, respectively. Therefore, a Double Jumbo Project can receive a rebate of up
to $2.5 million, and a Triple Jumbo Project can receive a rebate of up to $3.75 million.
Level of Capital Investment
Max Jobs
Max Refund Per
Max Potential
Allocated
Job Allocated
Refund
$40,000 - $399,999
10
$2,500
$25,000
$400,000 - $999,999
25
$2,500
$62,000
$1,000,000 - $4,999,999
125
$2,500
$312,500
$5,000,000 - $149,999,999
500
$2,500
$1,250,000
Double Jumbo Project
$150,000-000 - $249,999,999
500
$5,000
$2,500,000
Triple Jumbo Project
$250,000,000 +
500
$7,500
$3,750,000
The maximum refund that a business may receive is for 500 employees. If a company has
more than 500 employees, it can request a designation to receive rebates for those employees
over 500. To do this they must have another investment over and above the original
designation.
State Law allows communities with a population more than 250,000 to nominate up to nine
projects per biennium which begins in September of each odd year through June of the
following odd year. A Double Jumbo Project assumes two of the number of projects allowable
and a Triple assumes three. Thus far, the City has nominated three businesses for this
biennium. This nomination will use two of the City's four remaining nominations of local
businesses.
The City of Corpus Christi has nominated a number of projects in the past including Valero, Bay
Ltd, CITGO, Stripes, Flint Hills Resources, and TPCO. Since 2003, the designated Enterprise
Zone Projects have resulted in at least $2.278 billion in investment in Corpus Christi. This local
capital investment represents a significant portion of all of the combined capital investment
made in enterprise zones across the state.
The Company plans to construct iron and steel (including the processing of iron and steel)
facilities potentially in multiple phases, Phase I of which shall be a direct reduced iron ("DRI")
plant for the production of hot briquetted iron ("HBI"). The DRI/HBI plant covers an area of 82
acres for Phase I of the La Quinta site. Approximately 14,000 tons of structural steel, 10,000
tons of mechanical equipment, 1.6 million ft3 of reinforced concrete and 540,000 ft2 of road
surface will be constructed and installed. The reduction of the iron ore takes place in a 400 foot
high DRI -tower, which holds an 800 ton reactor vessel. Depending on the chosen technology, a
300 foot long and 30 foot wide natural gas reformer is required. Further, up to 31 buildings, with
a total floor space of approximately 400,000 ft2, will be constructed. Handling the in -bound and
out -bound materials requires the construction of a 1,030 foot long and 100 foot wide high-
performance dock with two unloading cranes and one ship loader. The equipment is designed to
handle 3.7 million tons of iron ore pellets and 2.0 million tons of HBI annually.
The total investment of up to $700,000,000 will be comprised of approximately
• $40,000,000 for the construction of buildings
• $660,000,000 machinery, equipment, the erection of the dock and its equipment and
construction services (including $55,000,000 for pollution reduction equipment.)
This capital investment and creation of 150 jobs represent the basis for this Double Jumbo
Enterprise Project nomination.
ALTERNATIVES:
Due to State statute only the City can be the nominating authority.
OTHER CONSIDERATIONS:
Corpus Christi has nine designations for the current biennium and has used five.
CONFORMITY TO CITY POLICY:
This conforms to City policy of promoting economic development, attracting primary jobs to the
area, and is regional in scope.
EMERGENCY / NON -EMERGENCY:
Non -emergency
DEPARTMENTAL CLEARANCES:
None
FINANCIAL IMPACT:
❑ Operating
❑ Revenue
❑ Capital
x
Not applicable
Fiscal Year: 2014-
2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
Encumbered /
Expended Amount
This item
BALANCE
Fund:
Comments: This incentive is a rebate of the State's portion of the sales tax and does not have
a negative fiscal impact to the city.
RECOMMENDATION:
Staff recommends approval of the resolution to nominate voestalpine Texas, LLC as a Double
Jumbo Enterprise Project, as presented.
LIST OF SUPPORTING DOCUMENTS:
Resolution — voestalpine Texas, LLC
Ordinance — Corpus Christi Texas Enterprise Zone (passed August 19, 2014)
Page 1 of 2
Resolution nominating voestalpine Texas, LLC ("voestalpine") to the
Office of the Governor Economic Development & Tourism ("EDT")
through the Economic Development Bank ("Bank") as a Double
Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act
("Act").
WHEREAS, the City of Corpus Christi ("City") has previously passed on August 26,
2014, Ordinance No. 030260 electing to participate in the Texas Enterprise Zone
Program, and the local incentives offered under this Resolution are the same on this
date as were outlined in Ordinance No. 030260;
WHEREAS, the EDT through the Bank will consider voestalpine as a double jumbo
enterprise project pursuant to a nomination and an application made by the City;
WHEREAS, the City desires to pursue the creation of the proper economic and social
environment in order to induce the investment of private resources in productive
business enterprises located in the City and to provide employment to residents of
enterprise zones and to other economically disadvantaged individuals;
WHEREAS, pursuant to the Act, voestalpine has applied to the City for designation as a
double jumbo enterprise project; and
WHEREAS, the City finds that voestalpine, located at 2800 La Quinta Terminal Road,
Portland, Texas 78374, meets the criteria for designation as a double jumbo enterprise
project under the Act on the following grounds:
1. voestalpine is a "qualified business" under Section 2303.402 of the Act
since it will be engaged in the active conduct of a trade or business at a
qualified business site located outside of an enterprise zone and at least
thirty-five percent (35.0%) of the business' retained employees are
residents of an enterprise zone or economically disadvantaged individuals;
2. There has been and will continue to be a high level of cooperation
between public, private, and neighborhood entities in the area: and
3. The designation of voestalpine as a double jumbo enterprise project will
contribute significantly to the achievement of the plans of the City for
development and revitalization of the area;
WHEREAS, the City finds that voestalpine meets the criteria for tax relief and other
incentives adopted by the City and nominates voestalpine for double jumbo enterprise
project status on the grounds that it will be located at a qualified business site and will
create a higher level of employment, economic activity, and stability; and
WHEREAS, the City finds that it is in the best interest of the City to nominate
voestalpine as a double jumbo enterprise project pursuant to the Act;
Page 2 of 2
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS:
SECTION 1. That the findings of the City Council and its actions approving this
Resolution taken at the council meeting on November 18, 2014, are hereby approved
and adopted.
SECTION 2. That voestalpine is a "qualified business" as defined in Section 2303.402
of the Act and meets the criteria for designation as a double jumbo enterprise project as
set forth in the Act.
SECTION 3. That the enterprise project shall take effect on the date of designation of
the enterprise project by the EDT and terminate 5 years after the date of designation.
ATTEST: THE CITY OF CORPUS CHRISTI
Rebecca Huerta
City Secretary
Corpus Christi, Texas
of , 2014
Nelda Martinez
Mayor
The above resolution was passed by the following vote:
Nelda Martinez
Kelley Allen
Rudy Garza Jr.
Priscilla G. Leal
David Loeb
Chad Magill
Colleen McIntyre
Lillian Riojas
Mark Scott
THE STATE OF TEXAS §
COUNTY OF NUECES §
CITY OF CORPUS CHRISTI
CERTIFICATION OF PUBLIC RECORD
1, the undersigned City Secretary of the City of Corpus Christi, Texas, so
certify that the following is a true and correct copy of Ordinance No. 030260
passed and approved by Corpus Christi City Council on August 26, 2014 as same
appears in the Official Records of the City of Corpus Christi, Texas, of which the
City Secretary's Office is the lawful custodian.
WITNESSETH MY HAND and the Official Seal of the City of Corpus Christi,
Texas, this 28th day of August, 2014.
(5 E A L)
Rebecca Huerta
City Secretary
Corpus Christi, Texas
City of Corpus Christi
Rebecca Huerta, City Secretary
P.O. Box 9277
Corpus Christi, Texas 78469-9277
(361) 826-3105
retie ccah@cctexas. com
ORDINANCE
Authorizing the City Of Corpus Christi to participate in the Texas Enterprise Zone
Program under the Texas Enterprise Zone Act, Chapter 2303, Texas Government
Code (The "Act"), providing tax incentives; Designating a liaison for overseeing
Enterprise Projects and communicating with interested Parties
WHEREAS, the City of Corpus Christi, Texas ("Corpus Christi") desires to create the
proper economic and social environment to induce the investment of private resources
in productive business enterprises located in severely distressed areas of the City and
to provide employment to residents of those areas; and
WHEREAS, with proper notice to the public, a public hearing to consider this ordinance
was held on Tuesday, August 19, 2014, 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 passage of this ordinance 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. The local incentives identified and summarized briefly in the attached
Exhibit A, at the election of the governing body, are or will be made available to the
nominated Project or activity of the qualified business site.
SECTION 2. The City designates the City Manager or his designee as the City's liaison
to communicate and negotiate with the EDT through the Bank and enterprise project(s)
and to oversee zone activities and communications with qualified businesses and other
entities in an enterprise zone or affected by an enterprise project.
SECTION 3. This order shall take effect from and after its passage as the law and
charter in such case provides.
That the foregoing ordinance was read for the first time and passed to its second
reading on this the 19th day of August, 2014, by the following vote:
Nelda Martinez
Kelley Allen
Rudy Garza
Priscilla Leal
David Loeb
Ckk-AA\-k
(U,iJ-
Chad
Magill
Colleen McIntyre
Lillian Riojas
Mark Scott
�i3ii2(l0
Page 2 of 2
That the foregoing ordinance was read for the second time and passed finally on this
the 26th day of August, 2014, by the following vote:
Nelda Martinez
Kelley Allen
Rudy Garza
Priscilla Leal
David Loeb
J
Chad Magill
Colleen McIntyre
Lillian Riojas
Mark Scott
PASSED AND APPROVED, this the 26th day of August, 2014.
ATTEST:
Rebecca Huerta
City Secretary
Nelda Martine
Mayor
2 6 0
Page 3 of 3
Exhibit "A"
Incentives offered by the City of Corpus Christi
Name of Incentive
Description of Incentive Availability
1
Tax abatement
Property tax reduction
As approved by ,
City Council
2
Tax Increment
Financing
Financing through the creation of
tax increment reinvestment zones
Citywide
improvement
projects
3
Freeport Exemption
Property tax exemption for
Freeport Property"
Citywide
4
Economic DevelopmentCorpus
Sales Tax 4A
Contribution
Christi Business & Job
Development Corporation (4A
Funds; now Type A)
Citywide
5
Chapter 380
Agreement
The City may provide economic
incentives in accordance with the
Corpus Christi Chapter 380
Economic development Program
Policies and Procedures
Citywide
Other Tax Deferrals,
Tax Refunds or Tax
Incentives
The City has three industrial
districts that provide a platform for
the City to negotiate a payment in
lieu of taxes
Must be located in
one of the city's
• three industrial
districts
7
lmpacttlnspection Fee
Exemptions
The City may offer reduced
development fees or a waiver of
development fees to projects that
meet specific eligibility criteria
Citywide
8
Capital Improvement in
Water and Sewer
Facilities
The City may provide infrastructure
improvements for industries
Citywide
9
Zoning Changes or
Variances
Allows changes in the zoning and
variances.
As approved by
City Council
10
Building Code
Exemptions
Businesses in an industrial district
are exempt from zoning,
permitting, and building code
enforcement requirements
Must be located in
one of the city's
three industrial
districts
11
Streamlined Permitting
City may streamline the
development permitting process,
applicants must apply through the
Corpus Christi EDC
Citywide
12
Improved Fire and
Police Protection
Safety and protection of city
residents.
Citywide
13
Community Crime
Prevention Programs
Neighborhood Watch Program
Citywide
Page 4 of 4
Name of Incentive
Description of Incentive
Availability
14
Special Public
Transportation Routes
or Reduced Fares
The City may provide special
transportation routes or fares to
city residents upon request
Citywide
15
Road Repair
The City is in charge of
implementing a multi -faceted street
improvement plan
Citywide
16
Low -Interest Loans for
Housing Rehabilitation
or New Construction
Encourage home ownership for
city residents through Section 108
Loan Guarantee Program
Citywide
17Low-Interest
Loans for
Business
Section 108 Loan Guarantee
Program
Citywide
Yw
18
Problem Resolution
Center
Resource center for city residents
Citywide
19
Promotion and
Marketing Services
Corpus Christi Regional Economic
Development Corporation
Citywide
20
Job Training and
Employment Services
Offered through the Corpus Christi
Business & Job Development
Corporation
Citywide
21
Retraining Program
Offered through the Corpus Christi
Business & Job Development
Corporation
Citywide
22
Literacy and
Employment Skills
Programs
Offered through the Corpus Christi
Business & Job Development
Corporation
Citywide
23
Vocational Education
Offered through the Corpus Christi
Business & Job Development
Corporation
Citywide
24
Customized Job
Training
Offered through the Corpus Christi
Business & Job Development
Corporation
Citywide
AGENDA MEMORANDUM
Future Item for the City Council Meeting of November 11, 2014
Action Item for the City Council Meeting of November 18, 2014
DATE: October 22, 2014
TO: Ronald L. Olson, City Manager
FROM: Mike Culbertson
(361) 882-7448
mculbertson@ccredc.com
Nominating Flint Hills Resources Corpus Christi, LLC as a Double Jumbo Texas Enterprise Project
CAPTION:
Resolution nominating Flint Hills Resources Corpus Christi, LLC ("Flint Hills") to the Office of the
Governor Economic Development & Tourism ("EDT") through the Economic Development Bank
("Bank") as a Double Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act
("Act").
PURPOSE:
Designate Flint Hills for a double jumbo concurrent designation for the Texas Enterprise Zone
incentive.
BACKGROUND AND FINDINGS:
Under State Law, the Office of the Governor - Economic Development and Tourism Division
through the Texas Economic Development Bank administers the Texas Enterprise Zone (TEZ)
Program. According to the Texas Enterprise Zone Act, Chapter 2303, Texas Government
Code, the purpose of the program is to encourage job creation and retention and capital
investment in areas of economic distress.
The 78th Legislature amended the act to increase participation in the program, decrease
paperwork and streamline the process. Under the amended act, communities are no longer
required to submit an application and fee to create an Enterprise Zone; designation of an
Enterprise Zone is automatic based on decennial figures. Areas designated as Enterprise Zones
include census block groups with 20 % poverty and areas federally designated as Renewal
Communities. Previously designated Enterprise Zones will be designated until their expiration,
after which the area would need to meet the 20 % poverty guideline. A project seeking
designation as a Texas Enterprise Zone Project still must seek nomination from the governing
body to the Office of the Governor for consideration and designation.
A designated project located in the Texas Enterprise Zone must agree to hire at least 25 %of its
employees from the Enterprise Zone or economically disadvantaged groups and in return will
receive a refund of sales and use tax (SUT) paid to the Office of the Comptroller. This project is
located within an Enterprise Zone.
The Program allows a refund of $2,500 for each job created or retained, up to 500 jobs. If
investment levels are adequate, the local nominating governing body may nominate a project as
a Double or Triple Jumbo Project designation, increasing the value per job created or retained
to $5,000 or $7,500, respectively. Therefore, a Double Jumbo Project can receive a rebate of up
to $2.5 million, and a Triple Jumbo Project can receive a rebate of up to $3.75 million.
Level of Capital Investment
Max Jobs
Max Refund Per
Max Potential
Allocated
Job Allocated
Refund
$40,000 - $399,999
10
$2,500
$25,000
$400,000 - $999,999
25
$2,500
$62,000
$1,000,000 - $4,999,999
125
$2,500
$312,500
$5,000,000 - $149,999,999
500
$2,500
$1,250,000
Double Jumbo Project
$150,000-000 - $249,999,999
500
$5,000
$2,500,000
Triple Jumbo Project
$250,000,000 +
500
$7,500
$3,750,000
The maximum refund that a business may receive is for 500 employees. If a company has
more than 500 employees, it can request a designation to receive rebates for those employees
over 500. To do this they must have another investment over and above the original
designation.
State Law allows communities with a population more than 250,000 to nominate up to nine
projects per biennium which begins in September of each odd year through June of the
following odd year. A Double Jumbo Project assumes two of the number of projects allowable
and a Triple assumes three. Thus far, the City has nominated three businesses for this
biennium. This nomination will use two of the City's four remaining nominations of local
businesses.
The City of Corpus Christi has nominated a number of projects in the past including Valero, Bay
Ltd, CITGO, Stripes, Flint Hills Resources, and TPCO. Since 2003, the designated Enterprise
Zone Projects have resulted in at least $2.278 billion in investment in Corpus Christi. This local
capital investment represents a significant portion of all of the combined capital investment
made in enterprise zones across the state.
As Flint Hills announced on May 29, 2014, Flint Hills received approval from the U.S.
Environmental Protection Agency and the Texas Commission on Environmental Quality for a
$600 million project at its West Refinery to process more domestic crude. This project will allow
Flint Hills to process more of the crude received from Eagle Ford, while reducing criteria air
emissions.
This project also received media attention in 2013 for its collaboration with the University of
Texas Environmental Law Clinic, which represents Citizens for Environmental Justice, and the
Environmental Integrity Project (EIP). Flint Hills Resources worked with both organizations and
agreed to additional emission reduction projects, more stringent operating requirements,
monitoring and reporting.
Flint Hills has proactively sought a working partnership with the UT -Environmental Law Clinic
and EIP. These measures are above and beyond regulatory requirements.
Flint Hills has been a part of this community since 1980. It operates two Corpus Christi
refineries: the West Refinery, with a capacity of about 230,000 barrels per day, and the East
Refinery, with a capacity of about 70,000 barrels per day.
If the project is put in operation, up to 10 full-time employees may be added in addition to the
retention of existing jobs at the site. The current employment level at the site is in excess of
1,300 employees as well as over 2,000 contractors. When the new construction begins, it will
require additional contractors at the site. Flint Hills' investment of $600 million will include an
added light ends unit, extensive crude unit conversion, and expansion of its hydrotreater
expansion.
This capital investment and retention of 500 jobs represent the basis for this double jumbo
enterprise project nomination
ALTERNATIVES:
Due to State statute no other entity can be the nominating authority. The City can choose not to
nominate the company.
OTHER CONSIDERATIONS:
Not applicable
CONFORMITY TO CITY POLICY:
This conforms to City policy of promoting economic development, attracting and retaining
primary jobs to the area, and is regional in scope.
EMERGENCY / NON -EMERGENCY:
Non -emergency
DEPARTMENTAL CLEARANCES:
Legal
FINANCIAL IMPACT:
❑ Operating ❑ Revenue
❑ Capital
E Not applicable
Fiscal Year: 2014-
2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
Encumbered /
Expended Amount
This item
BALANCE
Comments: This incentive is a rebate of the State's portion of the sales tax and does not have
a negative fiscal impact to the city.
RECOMMENDATION:
Staff recommends approval of the Resolution to nominate Flint Hills Corpus Christi, LLC as a
double jumbo Enterprise Project, as presented.
LIST OF SUPPORTING DOCUMENTS:
Resolution — Flint Hills TEZ
Ordinance — Corpus Christi Texas Enterprise Zone (passed August 19, 2014)
Page 1 of 2
Resolution nominating Flint Hills Resources Corpus Christi, LLC
("Flint Hills") to the Office of the Governor Economic Development &
Tourism ("EDT") through the Economic Development Bank ("Bank")
as a Double Jumbo Enterprise Project pursuant to the Texas
Enterprise Zone Act ("Act").
WHEREAS, the City of Corpus Christi ("City") has previously passed on August 26,
2014, Ordinance No. 030260 electing to participate in the Texas Enterprise Zone
Program, and the local incentives offered under this Resolution are the same on this
date as were outlined in Ordinance No. 030260;
WHEREAS, the EDT through the Bank will consider Flint Hills as a double jumbo
enterprise project pursuant to a nomination and an application made by the City;
WHEREAS, the City desires to pursue the creation of the proper economic and social
environment in order to induce the investment of private resources in productive
business enterprises located in the City and to provide employment to residents of
enterprise zones and to other economically disadvantaged individuals;
WHEREAS, pursuant to the Act, Flint Hills has applied to the City for designation as a
double jumbo enterprise project; and
WHEREAS, the City finds that Flint Hills, located at 2825 Suntide Road, Corpus Christi
Texas 78409, meets the criteria for designation as a double jumbo enterprise project
under the Act on the following grounds:
1. Flint Hills is a "qualified business" under Section 2303.402 of the Act since
it will be engaged in the active conduct of a trade or business at a qualified
business site located in an enterprise zone and at least twenty-five
percent (25.0%) of the business' retained employees are residents of an
enterprise zone or economically disadvantaged individuals;
2. Flint Hills is located in an enterprise zone, which is in Census Tract 50,
Block Group 1, as defined by the most recent federal decennial census
available at the time of designation, in which at least 20 percent of the
residents of the block group have an income at or below 100 percent of
the federal poverty level;
3. The designation of Flint Hills as a double jumbo enterprise project will
contribute significantly to the achievement of the plans of the City for
development and revitalization of the area;
WHEREAS, the City finds that Flint Hills meets the criteria for tax relief and other
incentives adopted by the City and nominates Flint Hills for double jumbo enterprise
project status on the grounds that it will be located at a qualified business site and will
create a higher level of employment, economic activity, and stability; and
Page 2 of 2
WHEREAS, the City finds that it is in the best interest of the City to nominate Flint Hills
as a double jumbo enterprise project pursuant to the Act;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS:
SECTION 1. That the findings of the City Council and its actions approving this
Resolution taken at the council meeting on November 18, 2014, are hereby approved
and adopted.
SECTION 2. That Flint Hills is a "qualified business" as defined in Section 2303.402 of
the Act and meets the criteria for designation as a double jumbo enterprise project as
set forth in the Act.
SECTION 3. That the enterprise project shall take effect on the date of designation of
the enterprise project by the EDT and terminate 5 years after the date of designation.
ATTEST: THE CITY OF CORPUS CHRISTI
Rebecca Huerta
City Secretary
Corpus Christi, Texas
of , 2014
Nelda Martinez
Mayor
The above resolution was passed by the following vote:
Nelda Martinez
Kelley Allen
Rudy Garza Jr.
Priscilla G. Leal
David Loeb
Chad Magill
Colleen McIntyre
Lillian Riojas
Mark Scott
THE STATE OF TEXAS §
COUNTY OF NUECES §
CITY OF CORPUS CHRISTI
CERTIFICATION OF PUBLIC RECORD
1, the undersigned City Secretary of the City of Corpus Christi, Texas, so
certify that the following is a true and correct copy of Ordinance No. 030260
passed and approved by Corpus Christi City Council on August 26, 2014 as same
appears in the Official Records of the City of Corpus Christi, Texas, of which the
City Secretary's Office is the lawful custodian.
WITNESSETH MY HAND and the Official Seal of the City of Corpus Christi,
Texas, this 28th day of August, 2014.
(5 E A L)
Rebecca Huerta
City Secretary
Corpus Christi, Texas
City of Corpus Christi
Rebecca Huerta, City Secretary
P.O. Box 9277
Corpus Christi, Texas 78469-9277
(361) 826-3105
retie ccah@cctexas. com
ORDINANCE
Authorizing the City Of Corpus Christi to participate in the Texas Enterprise Zone
Program under the Texas Enterprise Zone Act, Chapter 2303, Texas Government
Code (The "Act"), providing tax incentives; Designating a liaison for overseeing
Enterprise Projects and communicating with interested Parties
WHEREAS, the City of Corpus Christi, Texas ("Corpus Christi") desires to create the
proper economic and social environment to induce the investment of private resources
in productive business enterprises located in severely distressed areas of the City and
to provide employment to residents of those areas; and
WHEREAS, with proper notice to the public, a public hearing to consider this ordinance
was held on Tuesday, August 19, 2014, 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 passage of this ordinance 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. The local incentives identified and summarized briefly in the attached
Exhibit A, at the election of the governing body, are or will be made available to the
nominated Project or activity of the qualified business site.
SECTION 2. The City designates the City Manager or his designee as the City's liaison
to communicate and negotiate with the EDT through the Bank and enterprise project(s)
and to oversee zone activities and communications with qualified businesses and other
entities in an enterprise zone or affected by an enterprise project.
SECTION 3. This order shall take effect from and after its passage as the law and
charter in such case provides.
That the foregoing ordinance was read for the first time and passed to its second
reading on this the 19th day of August, 2014, by the following vote:
Nelda Martinez
Kelley Allen
Rudy Garza
Priscilla Leal
David Loeb
Ckk-AA\-k
(U,iJ-
Chad
Magill
Colleen McIntyre
Lillian Riojas
Mark Scott
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Page 2 of 2
That the foregoing ordinance was read for the second time and passed finally on this
the 26th day of August, 2014, by the following vote:
Nelda Martinez
Kelley Allen
Rudy Garza
Priscilla Leal
David Loeb
J
Chad Magill
Colleen McIntyre
Lillian Riojas
Mark Scott
PASSED AND APPROVED, this the 26th day of August, 2014.
ATTEST:
Rebecca Huerta
City Secretary
Nelda Martine
Mayor
2 6 0
Page 3 of 3
Exhibit "A"
Incentives offered by the City of Corpus Christi
Name of Incentive
Description of Incentive Availability
1
Tax abatement
Property tax reduction
As approved by ,
City Council
2
Tax Increment
Financing
Financing through the creation of
tax increment reinvestment zones
Citywide
improvement
projects
3
Freeport Exemption
Property tax exemption for
Freeport Property"
Citywide
4
Economic DevelopmentCorpus
Sales Tax 4A
Contribution
Christi Business & Job
Development Corporation (4A
Funds; now Type A)
Citywide
5
Chapter 380
Agreement
The City may provide economic
incentives in accordance with the
Corpus Christi Chapter 380
Economic development Program
Policies and Procedures
Citywide
Other Tax Deferrals,
Tax Refunds or Tax
Incentives
The City has three industrial
districts that provide a platform for
the City to negotiate a payment in
lieu of taxes
Must be located in
one of the city's
• three industrial
districts
7
lmpacttlnspection Fee
Exemptions
The City may offer reduced
development fees or a waiver of
development fees to projects that
meet specific eligibility criteria
Citywide
8
Capital Improvement in
Water and Sewer
Facilities
The City may provide infrastructure
improvements for industries
Citywide
9
Zoning Changes or
Variances
Allows changes in the zoning and
variances.
As approved by
City Council
10
Building Code
Exemptions
Businesses in an industrial district
are exempt from zoning,
permitting, and building code
enforcement requirements
Must be located in
one of the city's
three industrial
districts
11
Streamlined Permitting
City may streamline the
development permitting process,
applicants must apply through the
Corpus Christi EDC
Citywide
12
Improved Fire and
Police Protection
Safety and protection of city
residents.
Citywide
13
Community Crime
Prevention Programs
Neighborhood Watch Program
Citywide
Page 4 of 4
Name of Incentive
Description of Incentive
Availability
14
Special Public
Transportation Routes
or Reduced Fares
The City may provide special
transportation routes or fares to
city residents upon request
Citywide
15
Road Repair
The City is in charge of
implementing a multi -faceted street
improvement plan
Citywide
16
Low -Interest Loans for
Housing Rehabilitation
or New Construction
Encourage home ownership for
city residents through Section 108
Loan Guarantee Program
Citywide
17Low-Interest
Loans for
Business
Section 108 Loan Guarantee
Program
Citywide
Yw
18
Problem Resolution
Center
Resource center for city residents
Citywide
19
Promotion and
Marketing Services
Corpus Christi Regional Economic
Development Corporation
Citywide
20
Job Training and
Employment Services
Offered through the Corpus Christi
Business & Job Development
Corporation
Citywide
21
Retraining Program
Offered through the Corpus Christi
Business & Job Development
Corporation
Citywide
22
Literacy and
Employment Skills
Programs
Offered through the Corpus Christi
Business & Job Development
Corporation
Citywide
23
Vocational Education
Offered through the Corpus Christi
Business & Job Development
Corporation
Citywide
24
Customized Job
Training
Offered through the Corpus Christi
Business & Job Development
Corporation
Citywide
AGENDA MEMORANDUM
Future Item for the City Council Meeting of November 11, 2014
Action Item for the City Council Meeting of November 18, 2014
DATE: October 21, 2014
TO: Ronald L. Olson, City Manager
FROM: Mike Culbertson
(361) 882-7448
mculbertson@ccredc.com
Type A Grant for Service Corps of Retired Executives (SCORE) Chapter 221 for Fiscal Year
2015
CAPTION:
Resolution approving a Small Business Incentives Agreement between the Corpus Christi
Business and Job Development Corporation and Service Corps of Retired Executives (SCORE)
Chapter 221 to provide grant up to $50,000 to assist small businesses and authorizing the City
Manager, or designee, to execute a Project Support Agreement with the Corpus Christi
Business and Job Development Corporation to administer the SCORE Chapter 221 Small
Business Incentives Agreement.
PURPOSE:
Approve a Type A Grant for SCORE to assist small businesses through workshops and
counseling for Fiscal Year 2015
BACKGROUND AND FINDINGS:
SCORE has been aiding small businesses in Corpus Christi through their outreach by holding
workshops on various subjects of use to the small business owner, and by providing counseling
through face to face meetings and through emails. SCORE will have a contractor to coordinate
the workshops and the advertising for these workshops. They have helped over 2,000 small
businesses in the city each year for the past three years. SCORE has received funding since
2008. The Type A Board approved the grant during their October 20, 2014 meeting.
ALTERNATIVES:
The help that they provide is not available anywhere else. The Small Business Development
Center could offer some of the counseling services but they are limited on resources.
OTHER CONSIDERATIONS:
By helping small businesses the City is increasing the economic development and growing
future jobs.
CONFORMITY TO CITY POLICY:
This project is consistent with the City's stated goals of promoting economic
development and helping small businesses thrive in Corpus Christi.
EMERGENCY / NON -EMERGENCY:
NON -EMERGENCY
DEPARTMENTAL CLEARANCES:
FINANCIAL IMPACT:
❑ Operating
❑ Revenue
❑ Capital
❑ Not applicable
Fiscal Year: 2014-
2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
50,000
50,000
Encumbered /
Expended Amount
This item
50,000
50,000
BALANCE
0
0
Fund: Type A Fund 1140
Comments: Council approved the Type A budget for 2014-2015
RECOMMENDATION:
Staff recommends that the City Council authorize the City Manager to enter into a one
year Type A agreement
LIST OF SUPPORTING DOCUMENTS:
Resolution
Small Business Incentive Agreement SCORE
Business Support Agreement
Page 1 of 2
RESOLUTION
Approving a Small Business Incentives Agreement between the
Corpus Christi Business and Job Development Corporation and
Service Corps of Retired Executives (SCORE) Chapter 221 to provide
grant up to $50,000 to assist small businesses and authorizing the
City Manager, or designee, to execute a Project Support Agreement
with the Corpus Christi Business and Job Development Corporation
to administer the SCORE Chapter 221 Small Business Incentives
Agreement.
WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A
Corporation") has budgeted funds to assist businesses create or retain jobs in the City
of Corpus Christi, Texas ("City").
WHEREAS, the Type A Corporation has requested proposals from businesses that will
create or retain jobs within the City, and determined that the proposal from SCORE to
assist small businesses within the City will best satisfy this goal;
WHEREAS, City Council deems that it is the best interest of the City and citizens to
approve the business incentives agreement to assist small businesses between the
Type A Corporation and SCORE;
WHEREAS, there is a need for a business incentive project support agreement
between the City and the Type A Corporation for the implementation and administration
of the business incentives agreement to assist small businesses between the Type A
Corporation and SCORE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS:
SECTION 1. That the business incentives agreement for business development
between the Type A Corporation and SCORE to assist small businesses within the City
of Corpus Christi, which agreement is on file with the City Secretary's Office, is
approved.
SECTION 2. That the City Manager, or designee, is authorized to execute a project
support agreement between the City and Type A Corporation for the implementation
and administration of the business incentives agreement with SCORE, which
agreement is on file with the City Secretary's Office.
This resolution takes effect upon City Council approval on this the day of
, 2014.
RESOLUTION - SCORE
ATTEST: THE CITY OF CORPUS CHRISTI
Rebecca Huerta
City Secretary
APPROVED: day of
Corpus Christi, Texas
, 2014.
of , 2014
Page2of2
Nelda Martinez
Mayor
The above resolution was passed by the following vote:
Nelda Martinez
Kelley Allen
Rudy Garza Jr.
Priscilla G. Leal
David Loeb
Chad Magill
Colleen McIntyre
Lillian Riojas
Mark Scott
RESOLUTION - SCORE
BUSINESS INCENTIVE AGREEMENT BETWEEN
THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND
SERVICE CORPS OF RETIRED EXECUTIVES (SCORE) CHAPTER 221 FOR JOB
TRAINING
This Business Incentive Agreement for Job Training ("Agreement") is entered into between the
Corpus Christi Business and Job Development Corporation ("Corporation") and Service Corps
of Retired Executives Chapter 221 ("SCORE"), a Washington, D.C. non-profit corporation.
WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil
Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas
Local Government Code, Section 504.002 et seq, ("the Act"), empowered local communities
with the ability to adopt an optional local sales and use tax as a means of improving the
economic health and prosperity of their citizens;
WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed
Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a
sales and use tax for the promotion and development of new and expanded business
enterprises at the rate of one-eighth of one percent to be imposed for 15 years;
WHEREAS, the 118th cent sales tax authorized by passage of Proposition 2 was subsequently
enacted by the City Council and filed with the State Comptroller of Texas, effective April 1,
2003, to be administered by the Corpus Christi Business and Job Development Corporation
Board;
WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the
purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus
Christi, Texas;
WHEREAS, the Board of Directors of the Corporation ("Board"), on October 18, 2010, amended
the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A
Guidelines), which the City Council approved on November 9, 2010;
WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and
expenditures of the Corporation;
WHEREAS, SCORE will provide assistance to small businesses, persons, and entities desiring
to begin and operate a small business in Corpus Christi by mentoring clients; conducting
workshops; and advising clients as to business plans, pro -forma statements, forms of business
entity, financial implications of business decisions, and all other aspects of small business
operations;
WHEREAS, SCORE proposes to retain an executive assistant/coordinator to assist SCORE
volunteers in administrating the assistance program;
WHEREAS, on September 15, 2014 the Board determined that it is in the best interests of the
citizens of Corpus Christi, Texas that business development funds be provided to SCORE,
1
SCORE Type A Small Business Development Agreement 09 16 2014
through this Agreement with SCORE, to be used by SCORE to provide assistance to small
businesses.
In consideration of the covenants, promises, and conditions stated in this Agreement,
Corporation and SCORE agree as follows:
1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that
either party executes this Agreement.
2. Term.
a. The term of this Agreement is for one year from October 1, 2014, through September 30,
2015.
b. This Agreement may be extended at the option of the Corporation for up to two additional
one year terms, contingent upon annual appropriation of funds and approval of the City
Council.
c. If this Agreement is extended for subsequent period, this Agreement may be amended by
adoption of a revised Schedule A, which is attached to and incorporated into this
Agreement.
3. Performance Requirements and Grants. The Performance Requirements and Grants are
listed in Exhibit A, which is attached to and incorporated into this Agreement.
4. Utilization of Local Contractors and Suppliers. SCORE agrees to exercise reasonable efforts
in utilizing local contractors and suppliers in the construction of the Project, except where not
reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in
operating efficiency in the normal course of business, with a goal of 50% of the total dollar
amount of all construction contracts and supply agreements being paid to local contractors and
suppliers. For the purposes of this section, the term "local° as used to describe manufacturers,
suppliers, contractors, and labor includes firms, businesses, and persons who reside in or
maintain an office within a 50 mile radius of Nueces County. SCORE agrees, during the
construction of the Project and for four years after Completion, to maintain written records
documenting the efforts of SCORE to comply with the Local Requirement, and to provide an
annual report to the City Manager or designee, from which the City Manager or designee shall
determine if SCORE is in compliance with this requirement. Failure to substantially comply with
this requirement, in the sole determination of the City Manager or designee, shall be a default
hereunder.
5. Utilization of Disadvantaged Business Enterprises ("DBE'}. SCORE agrees to exercise
reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged
business enterprises, including minority business enterprises women -owned business
enterprises and historically -underutilized business enterprises. In order to qualify as a business
enterprise under this provision, the firm must be certified by the City, the Regional
Transportation Authority or another governmental entity in the jurisdiction of the home office of
2
SCORE Type A Small Business Development Agreement 0916 2014
the business as complying with state or federal standards for qualification as such an enterprise.
SCORE agrees to a goal of 30% of the total dollar amount of all construction contracts and
supply agreements being paid to disadvantaged business enterprises, with a priority made for
disadvantaged business enterprises which are local. SCORE agrees, during the construction of
the Project and for four years after Completion, to maintain written records documenting the
efforts of SCORE to comply with the DBE Requirement, and to provide an annual report to the
City Manager or designee, from which the City Manager or designee shall determine if SCORE
is in compliance with this requirement. Failure to substantially comply with this requirement, in
the sole determination of the City Manager or designee, shall be a default hereunder. For the
purposes of this section, the term "local' as used to describe contractors and suppliers that are
determined to be disadvantaged business enterprises, including minority business enterprises
women -owned business enterprises and historically -underutilized business enterprises includes
firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of
Nueces County.
6. Living Wage Requirement. In order to count as a permanent full-time job under this
agreement, the job should provide a "living wage" for the employee. The target living wage
under this agreement is that annual amount equal or greater than poverty level for a family of
three, established by the U.S. Department of Health and Human Services Poverty Guidelines,
divided by 2,080 hours per year for that year.
7. Health insurance. To qualify for this incentive, an employer shall certify that it has offered a
health insurance program for its employees during the term of the Agreement.
8. Warranties. SCORE warrants and represents to Corporation the following:
a. SCORE is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Texas, has all corporate power and authority to carry on its
business as presently conducted in Corpus Christi, Texas.
b. SCORE has the authority to enter into and perform, and will perform, the terms of this
Agreement to the best of its ability.
c_ SCORE has timely filed and will timely file all local, State, and Federal tax reports and
returns required by laws to be filed and all Texas, assessments, fees, and other
governmental charges, including applicable ad valorem taxes, have been timely paid,
and will be timely paid , during the term of this Agreement.
d. SCORE has received a copy of the Act, and acknowledges that the funds granted in
this Agreement must be utilized solely for purposes authorized under State law and by
the terms of this Agreement.
e. The person executing this Agreement on behalf of SCORE is duly authorized to
execute this Agreement on behalf of SCORE.
3
SCORE Type A Small Business Development Agreement 09 16 2014
f. SCORE does not and agrees that it will not knowingly employ an undocumented
worker. If, after receiving payments under this Agreement, SCORE is convicted of a
violation under §U.S.C. Section 1324a(f), SCORE shall repay the payments received
under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not
later than the 120th day after the date SCORE has been notified of the violation.
9. Compliance with Laws. During the Term of this Agreement, SCORE shall observe and obey
all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city
governments.
10. Non -Discrimination. SCORE covenants and agrees that SCORE will not discriminate nor
permit discrimination against any person or group of persons, with regard to employment and
the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin,
marital status, sex, age, disability, or in any manner prohibited by the laws of the United States
or the State of Texas.
11. Force Majeure. if the Corporation or SCORE are prevented, wholly or in part, from fulfilling
its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of
enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by
reason of circumstances beyond its control, then the obligations of the Corporation or SCORE
are temporarily suspended during continuation of the force majeure. If either party's obligation
is affected by any of the causes of force majeure, the party affected shall promptly notify the
other party in writing, giving full particulars of the force majeure as soon as possible after the
occurrence of the cause or causes relied upon.
12. Assignment. SCORE may not assign all or any part of its rights, privileges, or duties under
this Agreement without the prior written approval of the Corporation and City. Any attempted
assignment without approval is void, and constitutes a breach of this Agreement.
13. Indemnity. SCORE covenants to fully indemnify, save, and hold harmless the
Corporation, the City, their respective officers, employees, and agents ("Indemnitees")
against all liability, damage, loss, claims demands, and actions of any kind on account of
personal injuries (including, without limiting the foregoing, workers' compensation and
death claims), or property loss or damage of any kind, which arise out of or are in any
manner connected with, or are claimed to arise out of or be in any manner connected
with SCORE activities conducted under or incidental to this Agreement, including any
injury, loss or damage caused by the sole or contributory negligence of any or all of the
Indemnitees. SCORE must, at its own expense, investigate all those claims and
demands, attend to their settlement or other disposition, defend all actions based on
those claims and demands with counsel satisfactory to Indemnitees, and pay all charges
of attorneys and all other cost and expenses of any kind arising from the liability,
damage, loss, claims, demands, or actions.
4
SCORE Type A Small Business Development Agreement 09 16 2014
14. Events of Default by SCORE. The following events constitute a default of this Agreement
by SCORE:
a_ The Corporation or City determines that any representation or warranty on behalf of
SCORE contained in this Agreement or in any financial statement, certificate, report, or
opinion submitted to the Corporation in connection with this Agreement was incorrect or
misleading in any material respect when made;
b. Any judgment is assessed against SCORE or any attachment or other levy against
the property of SCORE with respect to a claim remains unpaid, undischarged, or not
dismissed for a period of 120 days.
c. SCORE makes an assignment for the benefit of creditors.
d. SCORE files a petition in bankruptcy, or is adjudicated insolvent or bankrupt.
e. If taxes owed by SCORE become delinquent, and SCORE fails to timely and properly
follow the legal procedures for protest or contest.
f. SCORE changes the general character of business as conducted as of the date this
Agreement is approved by the Corporation.
g. SCORE fails to comply with one or more terms of this Agreement.
15. Notice of Default. Should the Corporation or City determine that SCORE is in default
according to the terms of this Agreement, the Corporation or City shall notify SCORE in writing
of the event of default and provide 60 days from the date of the notice ("Cure Period") for
SCORE to cure the event of default.
16. Results of Uncured Default by SCORE. After exhausting good faith attempts to address
any default during the Cure Period, and taking into account any extenuating circumstances that
might have occurred through no fault of SCORE, as determined by the Board of Directors of the
Corporation, the following actions must be taken for any default that remains uncured after the
Cure Period.
a. SCORE shall immediately repay all funds paid by Corporation to them under this
Agreement.
b. SCORE shall pay Corporation reasonable attorney fees and costs of court to collect
amounts due to Corporation if not immediately repaid upon demand from the
Corporation.
5
SCORE Type A Small Business Development Agreement 09 16 2014
c. Upon payment by SCORE of all sums due, the Corporation and SCORE shall have no
further obligations to one another under this Agreement.
17. No Waiver.
a. No waiver of any covenant or condition, or the breach of any covenant or condition of
this Agreement, constitutes a waiver of any subsequent breach of the covenant or
condition of the Agreement.
b. No waiver of any covenant or condition, or the breach of any covenant or condition of
this Agreement, justifies or authorizes the nonobservance on any other occasion of the
covenant or condition or any other covenant or condition of this Agreement.
c. Any waiver or indulgence of SCORE's default may not be considered an estoppel
against the Corporation.
d. It is expressly understood that if at any time SCORE is in default in any of its
conditions or covenants of this Agreement, the failure on the part of the Corporation to
promptly avail itself of the rights and remedies that the Corporation may have, will not be
considered a waiver on the part of the Corporation, but Corporation may at any time
avail itself of the rights or remedies or elect to terminate this Agreement on account of
the default.
18. SCORE specifically agrees that Corporation shall only be liable to SCORE for the actual
amount of the money grants to be conveyed to SCORE, and shall not be liable to SCORE for
any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court
for any act of default by Corporation under the terms of this Agreement. Payment by
Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during
the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic
conditions and to budget accordingly. However, it is further understood and agreed that, should
the actual total sales tax revenue collected for any one year be Tess than the total amount of
grants to be paid to all contracting parties with Corporation for that year, then in that event, all
contracting parties shall receive only their pro rata share of the available sales tax revenue for
that year, less Corporation's customary and usual costs and expenses, as compared to each
contracting parties' grant amount for that year, and Corporation shall not be liable to for any
deficiency at that time or at any time in the future. in this event, Corporation will provide all
supporting documentation, as requested. Payments to be made shall also require a written
request from SCORE to be accompanied by all necessary supporting documentation.
19. The parties mutually agree and understand that funding under this Agreement is subject to
annual appropriations by the City Council; that each fiscal year's funding must be included in the
budget for that year; and the funding is not effective until approved by the City Council.
6
SCORE Type A Small Business Development Agreement 0916 2014
20. Notices.
a. Any required written notices shall be sent mailed, certified mail, postage prepaid,
addressed as follows:
SCORE Chapter 221:
SCORE 221 Chapter Chair
2820 South Padre Island Drive
Suite 108
Corpus Christi, Texas 78408
Corporation:
City of Corpus Christi
Business and Job Development Corporation
Attn.: Executive Director
1201 Leopard Street
Corpus Christi, Texas 78401
b. A copy of all notices and correspondence must be sent the City at the following
address:
City of Corpus Christi
Attn.: City Manager
P.O. Box 9277
Corpus Christi, Texas 78469-9277
c. Notice is effective upon deposit in the United States mail in the manner provided
above.
21. Incorporation of other documents. The Type A Guidelines, as amended, are incorporated
into this Agreement.
22. Amendments or Modifications. No amendments or modifications to this Agreement may be
made, nor any provision waived, unless in writing signed by a person duly authorized to sign
Agreements on behalf of each party.
23. Relationship of Parties. In performing this Agreement, both the Corporation and SCORE
will act in an individual capacity, and not as agents, representatives, employees, employers,
partners, joint -venturers, or associates of one another. The employees or agents of either party
may not be, nor be construed to be, the employees or agents of the other party for any purpose.
24. Captions. The captions in this Agreement are for convenience only and are not a part of
this Agreement. The captions do not in any way limit or amplify the terms and provisions of this
Agreement.
7
SCORE Type A Small Business Devetopment Agreement 09 16 2014
25. Severability.
a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or
word of this Agreement or the application of this Agreement to any person or
circumstance is, to any extent, held illegal, invalid, or unenforceable under present or
future law or by a final judgment of a court of competent jurisdiction, then the remainder
of this Agreement, or the application of the term or provision to persons or
circumstances other than those as to which it is held illegal, invalid, or unenforceable,
will not be affected by the law or judgment, for it is the definite intent of the parties to this
Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word
of this Agreement be given full force and effect for its purpose_
b. To the extent that any clause or provision is held illegal, invalid, or unenforceable
under present or future law effective during the term of this Agreement, then the
remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid,
or unenforceable clause or provision, a clause or provision, as similar in terms to the
illegal, invalid, or unenforceable clause or provision as may be possible and be legal,
valid, and enforceable, will be added to this Agreement automatically.
26. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas.
27. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and
SCORE. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise,
not expressly stated in this Agreement, are of no force and effect.
28. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and
the obligation of the parties relating to Section 14.a and b shall survive the termination of this
Agreement.
(Remainder of this page intentionally left blank)
s
SCORE Type A Small Business Development Agreement 09 16 2014
Corpus Christi Business & Job Development Corporation
By:
Bart Braselton
President
Date:
Attest:
By:.
Rebecca Huerta
Assistant Secretary
SCORE Cha -r 221
By:
Date:
Dove
resident
9
THE STATE OF TEXAS
COUNTY OF NUECES
This instrument was acknowledged before me on6A (fg , 2014, by Joe Dove,
President for Service Corps of Retired Executives (SC E) Chapter 221, a Washington, D.C.
non-profit corporati. n, +yi behalf of the corporation.
Notary Puc
State of Teas
MARGARET E. THOMPSON
Notary Pubiic. State of Texas
My Commission Expires
July 24, 2D1ES
9
SCORE Type A Small Business Development Agreement 0916 2014
EXHIBIT A
PERFORMANCE MEASURES AND CORPORATION GRANTS
7. Corporation will reimburse SCORE by grant for all direct expenses related to the
project. The total reimbursements may not exceed Fifty Thousand Dollars
($50,000.00).
2. Providing 1,620 hours of general and technical services to small businesses through
volunteer counselors.
3. SCORE agrees to the following reporting and monitoring provisions, and failure to fully
and timely comply with any one requirement is an act of default.
4. SCORE shall provide quarterly reports on its performance requirements. The reports
must document:
a. Number of face to face consultations between SCORE volunteers and small
business owners or prospective owners.
b. Number of workshops with description of workshop and number of attendees.
c. Number of small business owners or prospective owners who were provided
counseling by email or on-line services.
5. SCORE, during normal working hours, at its Corpus Christi, Texas, facility, shall allow
Corporation and its designee, the City's Economic Development Department
("Department"), reasonable access to SCORE's employment records and books, to
verify employment and all other relevant records related to each of the other economic
development considerations and incentives, as stated in this agreement, but the
confidentiality of records and information shall be maintained by Corporation and
Department, unless the records and information shall be required by a court order, a
lawfully issued subpoena, or at the direction of the Office of the Texas Attorney General.
10
SCORE Type A Small Business Development Agreement 09 16 2014
BUSINESS INCENTIVE PROJECT SERVICE AGREEMENT
This Business Incentives Project Service Agreement ("Project Service Agreement") is entered
into between the Corpus Christi Business and Job Development Corporation ("Type A
Corporation") and the City of Corpus Christi, Texas ("City").
WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil
Statutes (Development Corporation Act of 1979), now codified as Subtitle 01, Title 12, Texas
Local Government Code ("the Act"), empowered local communities with the ability to adopt an
optional local sales and use tax as a means of improving the economic health and prosperity of
their citizens;
WHEREAS, on November 5, 2002, residents of the City passed Proposition 2, New and
Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the
promotion and development of new and expanded business enterprises at the rate of one-
eighth of one percent to be imposed for 15 years;
WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 was subsequently
enacted by the City Council and filed with the State Comptroller of Texas, effective April 1,
2003, to be administered by the Type A Corporation's Board of Directors ("Board");
WHEREAS, the Type A Corporation exists for the purposes of encouraging and assisting
entities in the creation of jobs for the citizens of Corpus Christi, Texas;
WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for
Granting Business Incentives on September 18, 2007, which the City Council incorporated into
the City of Corpus Christi Economic Development Incentive Policies 2009-2011 on November
17, 2009;
WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and
expenditures of the Type A Corporation;
WHEREAS, Service Corps Of Retired Executives Chapter 221 ("SCORE") has submitted a
proposal to the Type A Corporation for a $50,000 grant to assist small businesses in Corpus
Christi;
WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus
Christi, Texas, to fund SCORE's assistance of small businesses in Corpus Christi; and
In consideration of the covenants, promises, and conditions stated in this Project Service
Agreement, the Type A Corporation and the City agree as follows:
1. Project Service Agreement to Implement Business Incentives Agreement. This Project
Service Agreement between the City and the Type A Corporation is executed to implement the
Business Incentive Agreement for the Creation of Jobs between the Type A Corporation and
SCORE related to SCORE's assistance of small businesses in Corpus Christi ("Business
Incentive Agreement").
2. Term. The term of this Project Service Agreement runs concurrently with the term of the
Business Incentives Agreement.
Page 1 of 3
Type A Business Support Agreement - SCORE 2015
3. Services to be Provided by City.
a. The City Manager or designee shall administer funding on behalf of the Type A
Corporation.
b. The City Manager or designee shall perform contract administration responsibilities
outlined in the Business Incentives Agreement for the Type A Corporation.
4. Appropriation of Funds. Any future payments by the City are subject to appropriation of
funds by City Council.
5. Effective Date. The effective date of this Project Service Agreement is October 1, 2014.
6. Amendments or Modifications. No amendments or modifications to this Project Service
Agreement may be made, nor any provision waived, unless in writing signed by a person duly
authorized to sign agreements on behalf of each party.
7. Severability.
a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or
word of this Project Service Agreement or the application of this Project Service
Agreement to any person or circumstance is, to any extent, held illegal, invalid, or
unenforceable under present or future law or by a final judgment of a court of competent
jurisdiction, then the remainder of this Project Service Agreement, or the application of
the term or provision to persons or circumstances other than those as to which it is held
illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the
definite intent of the parties to this Project Service Agreement that every section,
paragraph, subdivision, clause, provision, phrase, or word of this Project Service
Agreement be given full force and effect for its purpose.
b. To the extent that any clause or provision is held illegal, invalid, or unenforceable
under present or future law effective during the term of this Project Service Agreement,
then the remainder of this Project Service Agreement is not affected by the law, and in
lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as
similar in terms to the illegal, invalid, or unenforceable clause or provision as may be
possible and be legal, valid, and enforceable, will be added to this Project Service
Agreement automatically.
8. Captions. The captions in this Project Service Agreement are for convenience only and are
not a part of this Project Service Agreement. The captions do not in any way limit or amplify the
terms and provisions of this Project Service Agreement.
{Remainder of this page intentionally left blank]
Page 2 of 3
Type A Business Support Agreement - SCORE 2015
The City of Corpus Christi Corpus Christi Business &
Job Development Corporation
Ronald L. Olson
City Manager
Bart Braselton
President
Date: Date:
Attest
Rebecca Huerta
City Secretary
Type A Business Support Agreement - SCORE 2015
Page 3 of 3
AGENDA MEMORANDUM
Future Item for the City Council Meeting of November 11, 2014
Action Item for the City Council Meeting of November 18, 2014
DATE: October 21, 2014
TO: Ronald L. Olson, City Manager
FROM: Mike Culbertson
(361) 882-7448
mculbertson @ccredc.com
Type A Grant Extension for Del Mar College Internship Program
CAPTION:
Resolution approving extension of a Small Business Incentives Agreement between the Corpus
Christi Business And Job Development Corporation and Del Mar College ("Del Mar") for one
year until September 30, 2015, and to provide a grant amount of up to $173,223 for an intern
program for small businesses
PURPOSE:
Approve an extension of a Type A Grant for Del Mar Internship Program for one year through
September 30, 2015
BACKGROUND AND FINDINGS:
Del Mar has a program where students can work for a local company as an intern. The local
company will pay minimum wage while the Type A grant will match the wage. This encourages
companies to hire interns, it allows the student to get real work experience, and has a goal to
create new jobs. The Type A Board has funded this program since 2007. They are requesting
$173,223 funding through September 30, 2015. The current agreement allows the Type A
Board to extend the length of the agreement for one year. The business support agreement
runs with the Type A agreement and does not need to be extended.
ALTERNATIVES:
Some local companies do offer internships but these are large companies and they recruit
nationwide. This allows local small companies to use interns.
OTHER CONSIDERATIONS:
By helping students get intern position companies can see what young talent is already in our
area and this also gives the students job training to get them to stay in Corpus Christi.
CONFORMITY TO CITY POLICY:
This project is consistent with the City's stated goals of promoting economic development and
helping small businesses thrive in Corpus Christi.
EMERGENCY / NON -EMERGENCY:
NON -EMERGENCY
DEPARTMENTAL CLEARANCES:
FINANCIAL IMPACT:
❑ Operating
❑ Revenue
❑ Capital
❑ Not applicable
Fiscal Year: 2014-
2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
173,223
173,223
Encumbered /
Expended Amount
This item
173,223
173,223
BALANCE
0
0
Fund: Type A
RECOMMENDATION:
Staff recommends that the City Council approve a resolution to extend the Type A agreement
with Del Mar until September 30, 2015.
LIST OF SUPPORTING DOCUMENTS:
Resolution — Del Mar Intern
Agreement — Del Mar Intern Program (08/23/12)
Agreement - Business Support Agreement (08/23/12)
Page 1 of 2
RESOLUTION
Resolution approving extension of a Small Business Incentives
Agreement between the Corpus Christi Business And Job
Development Corporation and Del Mar College ("Del Mar") for one
year until September 30, 2015, and to provide a grant amount of up to
$173,223 for an intern program for small businesses
WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A
Corporation") has budgeted funds to assist businesses create or retain jobs in the City
of Corpus Christi, Texas ("City").
WHEREAS, the Type A Corporation has requested proposals from businesses that will
create or retain jobs within the City, and determined that the proposal from Del Mar for
an intern program for small businesses within the City will best satisfy this goal;
WHEREAS, City Council deems that it is the best interest of the City and citizens to
approve the business incentives agreement for an intern program for small businesses
between the Type A Corporation and Del Mar;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS:
SECTION 1. That an extension until September 30, 2015, of the business incentives
agreement for the creation and retention of jobs between the Type A Corporation and
Del Mar that provides for an intern program for small businesses within the City of
Corpus Christi, which is attached to this resolution as Exhibit A, granting Del Mar
$173,223, is approved.
This resolution takes effect upon City Council approval on this the day of
, 2014.
ATTEST: THE CITY OF CORPUS CHRISTI
Rebecca Huerta
City Secretary
RESOLUTION Del Mar Intern
Nelda Martinez
Mayor
APPROVED: day of
Corpus Christi, Texas
of
, 2014.
, 2014
The above resolution was passed by the following vote:
Nelda Martinez
Kelley Allen
Rudy Garza Jr.
Priscilla G. Leal
David Loeb
Chad Magill
Colleen McIntyre
Lillian Riojas
Mark Scott
RESOLUTION Del Mar Intern
Page2of2
SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI
BUSINESS AND JOB DEVELOPMENT CORPORATION AND DEL MAR COLLEGE FOR AN
INTERN PROGRAM TO SUPPORT SMALL BUSINESSES
This Small Business Incentives Agreement for ("Agreement") is entered into between the
Corpus Christi Business and Job Development Corporation ("Corporation") and Del Mar
College, a Texas institution of higher education ("Del Mar").
WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vemon's Texas Revised Civil
Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas
Local Government Code, Section 504.002 et seq, ("the Act"), empowered local communities
with the ability to adopt an optional local sales and use tax as a means of improving the
economic health and prosperity of their citizens;
WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed
Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a
sales and use tax for the promotion and development of new and expanded business
enterprises at the rate of one-eighth of one percent to be imposed for 15 years;
WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently
enacted by the City Council and filed with the State Comptroller of Texas, effective April 1,
2003, to be administered by the Corpus Christi Business and Job Development Corporation
Board;
WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the
purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus
Christi, Texas;
WHEREAS, the Board of Directors of the Corporation ("Board"), on September 10, 2007,
amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A
Guidelines"), which the City Council incorporated into the City of Corpus Christi Economic
Development Incentive Policies 2009-2011 on November 17, 2009;
WHEREAS, Section 501.073 of The Act requires the City Council to approve all programs and
expenditures of the Corporation;
WHEREAS, Del Mar has requested business development funds from the Board to assist small
businesses by providing access to students, who will serve as intems in professional level
positions;
WHEREAS, the small businesses will pay the student intems minimum wage (currently $7.25
per hour) and Del Mar will match the small business contribution.
WHEREAS, the interns will be selected based on the needs of the small businesses with the
goal of providing the businesses with resources that make the businesses more effective and
provide growth opportunities;
WHEREAS, the primary goal of the program is to provide support to small businesses in Corpus
Christi that will encourage growth, retention, economic development, and job creation;
Page 1 of 9
BUSINESS INCENTIVE AGREEMENT -DEL MAR Interns 717 2012.docx
WHEREAS, the goal of the project is the creation of 1 new full time job for every 10 internship
positions funded (a 10% new job "return on investment");
WHEREAS, a secondary benefit of the small business intern program is providing students real-
world experience, while they are making a living wage without working extended hours and
developing potential full-time employment opportunities following graduation;
In consideration of the covenants, promises, and conditions stated in this Agreement,
Corporation and Del Mar agree as follows:
1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that
either party executes this Agreement.
2. Term.
a. The term of this Agreement is for one year from August 17, 2012, through August 16,
2013.
b. This Agreement may be extended at the option of the Corporation for up to four
additional one year terms, contingent upon annual appropriation of funds and approval
of the City Council.
c. If this Agreement is extended for subsequent period, this Agreement may be
amended by adoption of a revised Schedule A, which is attached to and incorporated
into this Agreement.
3. Grant.
a. The Corporation will grant Del Mar an incentive of up to One Hundred Seventy Three
Thousand Two Hundred Twenty Three Dollars ($173,223.00), which must be used to
fund one half of the salary of up to a total of 93 interns during the Fall Semester of 2012,
Spring Semester of 2013, and Summer Session in 2013, and the entire salary on two
interns hired to help administer the program during the Fall and Spring Semesters and
Summer Session. The interns will be paid twice the minimum wage, while participating
in Del Mar's Small Business Employer Intern Program.
b. The Corporation's grant conditioned upon Del Mar's successful completion of the
terms of this Agreement, including, but not limited to, the performance requirements and
conditions precedent in Schedule A.
c. The Corporation's grant shall be paid in monthly installments based upon evidence of
the amount paid by Del Mar to the small business employers during the prior month.
4. Del Mar's Duties and Responsibilities.
a. Del Mar shall provide administrative oversight and direct supervision for the
placement of interns in the Del Mar's Small Business Employer Intern Program.
b. Del Mar shall create and maintain not less than two part-time intern (2) employment
positions to assist in the Small Business Employer Intern Program in Corpus Christi,
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BUSINESS INCENTIVE AGREEMENT -DEL MAR Intems 717 2012.docx
Nueces County, Texas, during the term of this Agreement. The intern must be paid
twice the minimum wage, which is scheduled to be $7.25 per hour.
c. Del Mar shall place, with small businesses in Corpus Christi, up to the total number of
interns specified in Schedule A, during any the academic year.
(1) Since the primary goal of the Del Mar's Small Business Employer Intern
Program is to provide support to small businesses in Corpus Christi that will
encourage growth, retention, economic development, and job creation,
placements must be based on the needs of the small business with the goal of
providing the business with resources that make the business more effective and
provide growth opportunities for the businesses.
(2) For the purpose of this section a small business may include chambers of
commerce, non-profit organizations, and other entity that will use the intern to
assist existing, start-up, and home based small businesses in the City; recruit new
small business to the City; assist the expansion of existing small businesses in the
City; help entrepreneurs create start-up businesses; or help the owners and
managers of small businesses develop their businesses.
d. Del Mar shall ensure that the small business employer of each intern pays the
student intern the minimum wage, and Del Mar shall match the small business
employer's payments to the interns.
e. Del Mar shall try to place the interns for 19 hours per week and 12 weeks per
semester or summer session.
f. Del Mar shall work with the small businesses that receive interns under the program
to encourage the creation of permanent full time jobs for the interns or similarly qualified
individuals.
5. Job Creation/Training Qualification.
a. In order to count as a created job under this Agreement, the job must pay wages at
least as high as the wages required by Section 501.162 of the Act, which is the median
wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce
Commission's Texas Industry Profiles report.
b. In order to qualify for funds to provide job training under this Agreement, Del Mar
agrees to create new jobs that pay wages at least as high as the wages required by
Section 501.162 of the Act, which is the median wage of the occupation in the Corpus
Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles
report.
c. A "job" is defined in the Type A Guidelines as a full-time employee, contractor,
consultant, or leased employee who has a home address in the Corpus Christi MSA.
d. Del Mar agrees to confirm and document to the Corporation that the minimum number
of jobs created as a result of funding provided by this Agreement is maintained
throughout the term by the Business.
Page 3 of 9
BUSINESS INCENTIVE AGREEMENT -DEL MAR Intems 7 17 2012.docx
e. Del Mar agrees to provide Corporation with a sworn certificate by authorized
representative of each business assisted under this Agreement certifying the number of
full-time permanent employees employed by the business.
f. Del Mar shall ensure that the Corporation is allowed reasonable access to personnel
records of the businesses assisted under this Agreement.
6. Reports and Monitoring.
a. Del Mar shall provide a report at the end of each semester or summer session
certifying the status of compliance through the life of the Agreement. Documentation for
jobs may be in the form of quarterly IRS 941 retums, Del Mar employer Quarterly
Reports, or employee rosters that show the hours worked and the positions filled, and
such other reports as may reasonably be required.
b. Del Mar, during normal working hours shall allow the Corporation and its designee,
City of Corpus Christi Economic Development Department, reasonable access to Del
Mar's employment records and books, to verify employment and all other relevant
records related to each of the other economic development considerations and
incentives, as stated in this Agreement, but the confidentiality of the records and
information must be maintained by Corporation and its designee, unless such records
and information shall be required by a court order, a lawfully issued subpoena, or at the
direction of the Office of the Texas Attorney General.
7. Warranties. Del Mar warrants and represents to Corporation the following:
a. Del Mar is a Texas institution of higher education duly organized, validly existing, and
in good standing under the laws of the State of Texas, has all institution power and
authority to carry on its business as presently conducted in Corpus Christi, Texas.
b. Del Mar has the authority to enter into and perform, and will perform, the terms of this
Agreement to the best of its ability.
c. Del Mar has timely filed and will timely file all local, State, and Federal tax reports and
returns required by laws to be filed and all Texas, assessments, fees, and other
governmental charges, including applicable ad valorem taxes, have been timely paid,
and will be timely paid , during the term of this Agreement.
d. Del Mar has received a copy of the Act, and acknowledges that the funds granted in
this Agreement must be utilized solely for purposes authorized under State law and by
the terms of this Agreement.
e. The parties executing this Agreement on behalf of Del Mar are duly authorized to
execute this Agreement on behalf of Del Mar.
f. Del Mar does not and agrees that it will not knowingly employ an undocumented
worker. If, after receiving payments under this Agreement, Del Mar is convicted of a
violation under §U.S.C. Section 1324a(f), Del Mar shall repay the payments at the rate
and according to the terms as specified by City Ordinance, as amended, not later than
the 120th day after the date Del Mar has been notified of the violation.
Page 4 of 9
BUSINESS INCENTIVE AGREEMENT -DEL MAR Intems 7 17 2012.docx
8. Compliance with Laws. Del Mar shall observe and obey all applicable laws, ordinances,
regulations, and rules of the Federal, State, county, and city governments.
9. Non -Discrimination. Del Mar covenants and agrees that Del Mar will not discriminate nor
permit discrimination against any person or group of persons, with regard to employment and
the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin,
marital status, sex, age, disability, or in any manner prohibited by the laws of the United States
or the State of Texas.
10. Force Majeure. If the Corporation or Del Mar are prevented, wholly or in part, from fulfilling
its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of
enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by
reason of circumstances beyond its control, then the obligations of the Corporation or Del Mar
are temporarily suspended during continuation of the force majeure. If either party's obligation
is affected by any of the causes of force majeure, the party affected shall promptly notify the
other party in writing, giving full particulars of the force majeure as soon as possible after the
occurrence of the cause or causes relied upon.
11. Assignment. Del Mar may not assign all or any part of its rights, privileges, or duties under
this Agreement without the prior written approval of the Corporation and City. Any attempted
assignment without approval is void, and constitutes a breach of this Agreement.
12. Indemnity. To the extent authorized by law Del Mar covenants to fully indemnify,
save, and hold harmless the Corporation, the City, their respective officers, employees,
and agents ("Indemnitees") against all liability, damage, loss, claims demands, and
actions of any kind on account of personal injuries (including, without limiting the
foregoing, workers' compensation and death claims), or property loss or damage of any
kind, which arise out of or are in any manner connected with, or are claimed to arise out
of or be in any manner connected with Del Mar activities conducted under or incidental
to this Agreement, including any injury, loss or damage caused by the sole or
contributory negligence of any or all of the Indemnitees. Del Mar must, at its own
expense, investigate all those claims and demands, attend to their settlement or other
disposition, defend all actions based on those claims and demands with counsel
satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and
expenses of any kind arising from the liability, damage, loss, claims, demands, or
actions.
13. Events of Default by Del Mar. The following events constitute a default of this Agreement
by Del Mar:
a. The Corporation or City determines that any representation or warranty on behalf of
Del Mar contained in this Agreement or in any financial statement, certificate, report, or
opinion submitted to the Corporation in connection with this Agreement was incorrect or
misleading in any material respect when made;
b. Any judgment is assessed against Del Mar or any attachment or other levy against the
property of Del Mar with respect to a claim remains unpaid, undischarged, or not
dismissed for a period of 120 days.
c. Del Mar makes an assignment for the benefit of creditors.
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BUSINESS INCENTIVE AGREEMENT -DEL MAR Intems 7 17 2012.docx
d. Del Mar files a petition in bankruptcy, or adjudicated insolvent or bankrupt.
e. If taxes owed by Del Mar become delinquent, and Del Mar fails to timely and properly
follow the legal procedures for protest or contest.
f. Del Mar changes the general character of business as conducted as of the date this
Agreement is approved by the Corporation.
14. Notice of Default. Should the Corporation or City determine that Del Mar is in default
according to the terms of this Agreement, the Corporation or City shall notify Del Mar in writing
of the event of default and provide 60 days from the date of the notice ("Cure Period") for Del
Mar to cure the event of default.
15. Results of Uncured Default by Del Mar. After exhausting good faith attempts to address
any default during the cure Period, and taking into account any extenuating circumstances that
might have occurred through no fault of Del Mar, as determined by the Board of Directors of the
Corporation, the following actions must be taken for any default that remains uncured after the
Cure Period.
a. Del Mar shall immediately repay all funds paid by Corporation to them under this
Agreement.
b. Del Mar shall pay Corporation reasonable attorney fees and costs of court to collect
amounts due to Corporation if not immediately repaid upon demand from the
Corporation.
c. Upon payment by Del Mar of all sums due, the Corporation and Del Mar shall have no
further obligations to one another under this Agreement.
d. Neither the City, the Corporation, nor Del Mar may be held liable for any
consequential damages.
16. No Waiver.
a. No waiver of any covenant or condition, or the breach of any covenant or condition of
this Agreement, constitutes a waiver of any subsequent breach of the covenant or
condition of the Agreement.
b. No waiver of any covenant or condition, or the breach of any covenant or condition of
this Agreement, justifies or authorizes the nonobservance on any other occasion of the
covenant or condition or any other covenant or condition of this Agreement.
c. Any waiver or indulgence of Del Mar's default may not be considered an estoppel
against the Corporation.
d. It is expressly understood that if at any time Del Mar is in default in any of its
conditions or covenants of this Agreement, the failure on the part of the Corporation to
promptly avail itself of the rights and remedies that the Corporation may have, will not be
considered a waiver on the part of the Corporation, but Corporation may at any time
avail itself of the rights or remedies or elect to terminate this Agreement on account of
the default.
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BUSINESS INCENTIVE AGREEMENT -DEL MAR Intems 7 17 2012.docx
17. Del Mar specifically agrees that Corporation shall only be liable to Del Mar for the actual
amount of the money grants to be conveyed to Del Mar, and shall not be liable to Del Mar for
any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court
for any act of default by Corporation under the terms of this Agreement. Payment by
Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during
the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic
conditions and to budget accordingly. However, it is further understood and agreed that, should
the actual total sales tax revenue collected for any one year be less than the total amount of
grants to be paid to all contracting parties with Corporation for that year, then in that event, all
contracting parties shall receive only their pro rata share of the available sales tax revenue for
that year, less Corporation's customary and usual costs and expenses, as compared to each
contracting parties' grant amount for that year, and Corporation shall not be liable to for any
deficiency at that time or at any time in the future. In this event, Corporation will provide all
supporting documentation, as requested. Payments to be made shall also require a written
request from Del Mar to be accompanied by all necessary supporting documentation.
18. The parties mutually agree and understand that funding under this Agreement is subject to
annual appropriations by the City Council; that each fiscal year's funding must be included in the
budget for that year; and the funding is not effective until approved by the City Council.
19. Notices.
a. Any required written notices shall be sent mailed, certified mail, postage prepaid,
addressed as follows:
Del Mar:
Del Mar College
Attn: President
101 Baldwin
Corpus Christi, Texas 78404
Corporation:
City of Corpus Christi
Business and Job Development Corporation
Attn.: Executive Director
1201 Leopard Street
Corpus Christi, Texas 78401
b. A copy of all notices and correspondence must be sent the City at the following
address:
City of Corpus Christi
Attn.: City Manager
P.O. Box 9277
Corpus Christi, Texas 78469-9277
c. Notice is effective upon deposit in the United States mail in the manner provided
above.
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BUSINESS INCENTIVE AGREEMENT -DEL MAR Interns 7 17 2012.docx
20. Incorporation of other documents. The Corpus Christi Business and Job Development
Corporation Guidelines and Criteria for Granting Business Incentives ("Corporation Guidelines"),
as amended, are incorporated into this Agreement.
21. Amendments or Modifications. No amendments or modifications to this Agreement may be
made, nor any provision waived, unless in writing signed by a person duly authorized to sign
Agreements on behalf of each party.
22. Relationship of Parties. In performing this Agreement, both the Corporation and Del Mar
will act in an individual capacity, and not as agents, representatives, employees, employers,
partners, joint -venturers, or associates of one another. The employees or agents of either party
may not be, nor be construed to be, the employees or agents of the other party for any purpose.
23. Captions. The captions in this Agreement are for convenience only and are not a part of
this Agreement. The captions do not in any way limit or amplify the terms and provisions of this
Agreement.
24. Severability.
a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or
word of this Agreement or the application of this Agreement to any person or
circumstance is, to any extent, held illegal, invalid, or unenforceable under present or
future law or by a final judgment of a court of competent jurisdiction, then the remainder
of this Agreement, or the application of the term or provision to persons or
circumstances other than those as to which it is held illegal, invalid, or unenforceable,
will not be affected by the law or judgment, for it is the definite intent of the parties to this
Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word
of this Agreement be given full force and effect for its purpose.
b. To the extent that any clause or provision is held illegal, invalid, or unenforceable
under present or future law effective during the term of this Agreement, then the
remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid,
or unenforceable clause or provision, a clause or provision, as similar in terms to the
illegal, invalid, or unenforceable clause or provision as may be possible and be legal,
valid, and enforceable, will be added to this Agreement automatically.
25. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas.
26. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and
Del Mar. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise,
not expressly stated in this Agreement, are of no force and effect.
27. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and
the obligation of the parties relating to Section 14.a and b shall survive the termination of this
Agreement.
Page 8 of 9
BUSINESS INCENTIVE AGREEMENT -DEL MAR Intems 7 17 2012.docx
Corpus Christi Busine
By:
Date:
Attest:
evelopment Corporation
Enamel glover r l'amo -
President
By: RTh..^iges0-46-
Armando Chapa
Assistant Secretary
Del Mar College
By: -�
Al Dr. ark Escamilla, Ph.D
Y4 President
Date: 7 ` / ?
THE STATE OF TEXAS
COUNTY OF NUECES
This instrument was acknowledged before me on
Escamilla, Ph.D, for Del Mar College, a political sub
t - college,distric
//19t)
ary Public
ate of Texas
Res. Cs g5CA u,,,,..
sY mock . 24211 19-%
JESSICA ANN ALANIZ
Notary Public, State of Texas
My Commission Expires
07/15/2016
Page 9 of 9
BUSINESS INCENTIVE AGREEMENT -DEL MAR Interns 7 17 2012.docx
, 2012, by Dr. Mark
the State of Texas, on behalf of
EXHIBIT A
PERFORMANCE MEASURES AND CORPORATION GRANTS
1. Placement of not more than a total of 93 intems with small businesses in Corpus
Christi during the Fall Semester of 2012, Spring Semester of 2013, or Summer
Session of 2014, plus employment of 2 intems to assist in program
administration during the Fall and Spring Semesters and Summer Session.
A-1
BUSINESS INCENTIVE AGREEMENT -DEL MAR Interns 717 2012.docx
BUSINESS INCENTIVE PROJECT SERVICE AGREEMENT
This Business Incentives Project Service Agreement ("Project Service Agreement") is entered
into between the Corpus Christi Business and Job Development Corporation ("Type A
Corporation") and the City of Corpus Christi, Texas ("City").
WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vemon's Texas Revised Civil
Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas
Local Government Code ("the Act"), empowered local communities with the ability to adopt an
optional local sales and use tax as a means of improving the economic health and prosperity of
their citizens;
WHEREAS, on November 5, 2002, residents of the City passed Proposition 2, New and
Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the
promotion and development of new and expanded business enterprises at the rate of one-
eighth of one percent to be imposed for 15 years;
WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 was subsequently
enacted by the City Council and filed with the State Comptroller of Texas, effective April 1,
2003, to be administered by the Type A Corporation's Board of Directors ("Board");
WHEREAS, the Type A Corporation exists for the purposes of encouraging and assisting
entities in the creation of jobs for the citizens of Corpus Christi, Texas;
WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for
Granting Business Incentives on September 18, 2007, which the City Council incorporated into
the City of Corpus Christi Economic Development Incentive Policies 2009-2011 on November
17, 2009;
WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and
expenditures of the Type A Corporation;
WHEREAS, Del Mar College ("Del Mar") has submitted a proposal to the Type A Corporation
has requested business development funds from the Board to assist small businesses by
providing access to students, who will serve as intems in professional level positions;
WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus
Christi, Texas, to fund Del Mar's intem program; and
WHEREAS, the Type A Corporation and Del Mar have executed a small business incentive
agreement for an intern program to support small businesses.
In consideration of the covenants, promises, and conditions stated in this Project Service
Agreement, the Type A Corporation and the City agree as follows:
1. Project Service Agreement to Implement Business Incentives Agreement. This Project
Service Agreement between the City and the Type A Corporation is executed to implement the
Small Business Incentive Agreement between the Type A Corporation and Del Mar related to
Del Mar's intem program to support small businesses in Corpus Christi ("Business Incentive
Agreement").
Type A Business Support Agreement - Del Mar Intern
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2. Term. The term of this Project Service Agreement runs concurrently with the term of the
Business Incentive Agreement.
3. Services to be Provided by City.
a. The City Manager or designee shall administer funding on behalf of the Type A
Corporation.
b. The City Manager or designee shall perform contract administration responsibilities
outlined in the Business Incentive Agreement for the Type A Corporation.
4. Appropriation of Funds. Any future payments by the City are subject to appropriation of
funds by City Council.
5. Effective Date. The effective date of this Project Service Agreement is August 17, 2012.
6. Amendments or Modifications. No amendments or modifications to this Project Service
Agreement may be made, nor any provision waived, unless in writing signed by a person duly
authorized to sign agreements on behalf of each party.
7. Severability.
a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or
word of this Project Service Agreement or the application of this Project Service
Agreement to any person or circumstance is, to any extent, held illegal, invalid, or
unenforceable under present or future law or by a final judgment of a court of competent
jurisdiction, then the remainder of this Project Service Agreement, or the application of
the term or provision to persons or circumstances other than those as to which it is held
illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the
definite intent of the parties to this Project Service Agreement that every section,
paragraph, subdivision, clause, provision, phrase, or word of this Project Service
Agreement be given full force and effect for its purpose.
b. To the extent that any clause or provision is held illegal, invalid, or unenforceable
under present or future law effective during the term of this Project Service Agreement,
then the remainder of this Project Service Agreement is not affected by the law, and in
lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as
similar in terms to the illegal, invalid, or unenforceable clause or provision as may be
possible and be legal, valid, and enforceable, will be added to this Project Service
Agreement automatically.
8. Captions. The captions in this Project Service Agreement are for convenience only and are
not a part of this Project Service Agreement. The captions do not in any way limit or amplify the
terms and provisions of this Project Service Agreement.
Type A Business Support Agreement - Del Mar Intern
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Th : City of Corp .-_ hristi
ald L.
City Mana er
Date: 2.3/1/7.
Attest
All^40161er—
Armando Chapa
City Secretary
Type A Business Support Agreement - Del Mar Intern
Corpus Christi
Job Develop nt C . poration
President
Date:
Page 3 of 3
AGENDA MEMORANDUM
Future Item for the City Council Meeting of November 11, 2014
Action Item for the City Council Meeting of November 18, 2014
DATE: October 21, 2014
TO: Ronald L. Olson, City Manager
FROM: Mike Culbertson
(361) 882-7448
mculbertson @ccredc.com
Type A Grant Extension for Texas A&M University — Corpus Christi Internship Program
CAPTION:
Resolution approving extension of a Small Business Incentives Agreement between the Corpus
Christi Business And Job Development Corporation and Texas A&M University — Corpus Christi
("TAMUCC") for one year until September 30, 2015, and to provide a grant amount of up to
$190,635 for an intern program for small businesses
PURPOSE:
Approve an extension of a Type A Grant for TAMUCC Internship Program for one year through
September 30, 2015
BACKGROUND AND FINDINGS:
TAMUCC has a program where students can work for a local company as an intern. The local
company will pay minimum wage while the Type A grant will match the wage. This encourages
companies to hire interns, it allows the student to get real work experience, and has a goal to
create new jobs. The Type A Board has funded this program since 2007. They are requesting
$190,635 funding through September 30, 2015. The current agreement allows the Type A
Board to extend the length of the agreement for one year. The business support agreement
runs with the Type A agreement and does not need to be extended.
ALTERNATIVES:
Some local companies do offer internships but these are large companies and they recruit
nationwide. This allows local small companies to use interns.
OTHER CONSIDERATIONS:
By helping students get intern position companies can see what young talent is already in our
area and this also gives the students job training to get them to stay in Corpus Christi.
CONFORMITY TO CITY POLICY:
This project is consistent with the City's stated goals of promoting economic development and
helping small businesses thrive in Corpus Christi.
EMERGENCY / NON -EMERGENCY:
NON -EMERGENCY
DEPARTMENTAL CLEARANCES:
FINANCIAL IMPACT:
❑ Operating
❑ Revenue
❑ Capital
❑ Not applicable
Fiscal Year: 2014-
2015
Project to Date
Expenditures
(CIP only)
Current Year
Future Years
TOTALS
Line Item Budget
190,635
190,635
Encumbered /
Expended Amount
This item
190,635
190,635
BALANCE
0
0
Fund: Type A
RECOMMENDATION:
Staff recommends that the City Council approve a resolution to extend the Type A agreement
with TAMUCC until September 30, 2015.
LIST OF SUPPORTING DOCUMENTS:
Resolution — TAMUCC Intern Program
Agreement - TAMUCC Intern Program (08/22/12)
Agreement - Business Support Agreement (08/23/12)
Page 1 of 2
RESOLUTION
Resolution approving extension of a Small Business Incentives
Agreement between the Corpus Christi Business And Job
Development Corporation and Texas A&M University — Corpus
Christi ("TAMUCC") for one year until September 30, 2015, and to
provide a grant amount of up to $190,635 for an intern program for
small businesses
WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A
Corporation") has budgeted funds to assist businesses create or retain jobs in the City
of Corpus Christi, Texas ("City").
WHEREAS, the Type A Corporation has requested proposals from businesses that will
create or retain jobs within the City, and determined that the proposal from TAMUCC for
an intern program for small businesses within the City will best satisfy this goal;
WHEREAS, City Council deems that it is the best interest of the City and citizens to
approve the business incentives agreement for an intern program for small businesses
between the Type A Corporation and TAMUCC;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS:
SECTION 1. That an extension until September 30, 2015, of the business incentives
agreement for the creation and retention of jobs between the Type A Corporation and
TAMUCC that provides for an intern program for small businesses within the City of
Corpus Christi, which is attached to this resolution as Exhibit A, granting TAMUCC
$190,635, is approved.
This resolution takes effect upon City Council approval on this the day of
, 2014.
ATTEST: THE CITY OF CORPUS CHRISTI
Rebecca Huerta
City Secretary
RESOLUTION TAMUCC Intern
Nelda Martinez
Mayor
APPROVED: day of
Corpus Christi, Texas
of
, 2014.
, 2014
The above resolution was passed by the following vote:
Nelda Martinez
Kelley Allen
Rudy Garza Jr.
Priscilla G. Leal
David Loeb
Chad Magill
Colleen McIntyre
Lillian Riojas
Mark Scott
RESOLUTION TAMUCC Intern
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SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI
BUSINESS AND JOB DEVELOPMENT CORPORATION AND TEXAS A & M UNIVERSITY --
CORPUS CHRISTI FOR AN INTERN PROGRAM TO SUPPORT SMALL BUSINESSES
This Small Business Incentives Agreement for ("Agreement") is entered into between the
Corpus Christi Business and Job Development Corporation ("Corporation") and Texas A & M
University — Corpus Christi, a Texas institution of higher education ("TAMU-CC").
WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vemon's Texas Revised -Civil
Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas
Local Govemment Code, Section "504.002 et seq, ("the Act), empowered local communities
with the ability to adopt an optional local sales and use tax as a means of improving the
economic health and prosperity of their citizens;
WHEREAS, on November 5, 2002, residents of the City of -Corpus Christi {"City") passed
Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a
sales and use tax for the promotion and development of new and expanded business
enterprises at the rate of one-eighth of one percent to be imposed for 15 years;
WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently
enacted by the City Council and filed with the State Comptroller of Texas, -effective April 1,
2003, to be administered by the Corpus Christi Business and Job Development Corporation
Board;
WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the
purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus
Christi, Texas;
WHEREAS, the Board of Directors of the Corporation ("Board"), on September 10, 2007,
amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A
Guidelines"), which the City Council incorporated into the City of Corpus Christi -Economic
Development Incentive Policies 2009-2011 on November 17, 2009;
WHEREAS, Section 501.073 of The Act -requires the City Council to approve all programs and
expenditures of the Corporation;
WHEREAS, TAMU-CC has requested business development funds from the Board to assist
small businesses by providing access to students, who will serve as interns in professional level
positions;
WHEREAS, the small businesses will pay the student interns minimum wage (currently $7.25
per hour) and TAMU-CC will match the small business contribution.
WHEREAS, the interns will be selected based on the needs of the small businesses with the
goal of providing the businesses with resources that -make the businesses more effective and
provide growth opportunities;
WHEREAS, the primary goal of the program is to provide support to small businesses in Corpus
Christi that will encourage growth, retention, economic development, and job -creation;
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BUSINESS INCENTIVE AGREEMENT TAMUCC Intems 07 9 2012
WHEREAS, the goal of the project is the creation of 1 new full time job for every 10 internship
positions funded (a 10% new job "return on investment");
WHEREAS, a secondary benefit of the small business intern program is providing students real-
world experience, while they are making a living wage without working extended hours and
developing potential full-time employment opportunities following graduation;
In consideration of the covenants, promises, and conditions stated in this Agreement,
Corporation and TAMU-CC agree as follows:
1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that
either party executes this Agreement.
2. Term.
a. The term of this Agreement is for one year from August 10, 2012, through August 9,
2013.
b. This Agreement may be extended at the option of the Corporation for up to four
additional one year terms, contingent upon annual appropriation of funds and approval
of the City Council.
c. If this Agreement is extended for subsequent period, this Agreement may be
amended by adoption of a revised Schedule A, which is attached to and incorporated
into this Agreement.
3. Grant.
a. The Corporation will grant TAMU-CC an incentive of up to One Hundred Ninety
Thousand Six Hundred Thirty Five Dollars ($190,635.00), which must be used to fund
one half of the salary of up to a total of 105 interns during the Fall Semester of 2012,
Spring Semester of 2013, and Summer Session in 2013, and the entire salary on an
intern hired to help administer the program during the fall and Spring Semesters and
Summer Session. The interns will be paid twice the minimum wage, while participating
in TAMU-CC's Small Business Employer Intern Program.
b. The Corporation's grant conditioned upon TAMU-CC's successful completion of the
terms of this Agreement, including, but not limited to, the performance requirements and
conditions precedent inSchedule A.
c. The Corporation's grant shall be paid in monthly installments based upon evidence of
the amount paid by TAMU-CC to the small business employers during the prior month.
4. TAMU-GC's Duties and Responsibilities.
a. TAMU-CC shall provide administrative oversight and direct supervision for the
placement of interns in the TAMU-CC's Small Business Employer Intern Program.
b. TAMU-CC shall create and maintain not less than one part-time intern -(1)
employment position to assist in the Small Business -Employer Intern Program in Corpus
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BUSINESS INCENTIVE AGREEMENT TAMUCC Interns 07 92012
Christi, Nueces County, Texas, during the term of this Agreement. The intern must be
paid twice the minimum wage, which is scheduled to be $7.25 per hour.
c. TAMU-CC shall place, with small businesses in Corpus Christi, up to the total number
of interns specified in Schedule A, during any the academic year.
(1) Since the primary goal of the TAMU-CC's Small Business Employer Intern
Program is to provide support to small businesses in Corpus Christi that will
encourage growth, retention, economic development, and job creation,
placements must be based on the needs of the small business with the goal of
providing the business with resources that make the business more effective and
provide growth opportunities for the businesses.
(2) For the purpose of this section a small business may include a chambers of
commerce, non-profit organizations, and other entity that will use the intem to
assist existing, start-up, and home based small businesses in the City; recruit new
small business to the City; assist the expansion of existing small businesses in the
City; help entrepreneurs create start-up businesses; or help the owners and
managers of small businesses develop their businesses.
d. TAMU-CC shall ensure that the small business employer of each intern pays the
student intern the minimum wage, and TAMU-CC shall match the small business
employer's payments to the interns.
e. TAMU-CC shall try to place the intems for 20 hours per week and 12 weeks per
semester or summer session.
f. TAMU-CC shall work with the small businesses that receive interns under the
program to encourage the creation of permanent full time jobs for the intems or similarly
qualified individuals.
5. Job Creation/Training Qualification.
a. In order to count as a created job under this Agreement, the job must pay wages at
least as high as the wages required by Section 501.162 of the Act, which is the median
wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce
Commission's Texas Industry Profiles report.
b. In order to qualify for funds to provide job training under this Agreement, TAMU-CC
agrees to create new jobs that pay wages at least as high as the wages -required by
Section 501.162 of the Act, which is the median wage of the occupation in the Corpus
Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles
report.
c. A "job" is defined in the Type A Guidelines as a full-time employee, contractor,
consultant, or leased employee who has a home address in the Corpus Christi MSA.
d. TAMU-CC agrees to confirm and document to the Corporation that the minimum
number of jobs created as a result of funding provided by this Agreement is maintained
throughout the term by the Business.
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BUSINESS INCENTIVE AGREEMENT TAMUCC Interns 07 9 2012
e. TAMU-CC agrees to provide Corporation with a swom certificate by authorized
representative of each business assisted under this Agreement certifying the number of
full-time permanent employees employed by the business.
f. TAMU-CC shall ensure that the Corporation is allowed reasonable access to
personnel records of the businesses assisted under this Agreement.
6. Reports and Monitoring.
a. TAMUCC shall provide a report at the end of each semester or summer session
certifying the status of compliance through the life of the Agreement. Documentation for
jobs may be in the form of quarterly IRS 941 retums, TAMU-CC employer Quarterly
Reports, or employee rosters that show the hours worked and the positions filled, and
such other reports as may reasonably be required.
b. TAMU-CC, during normal working hours shall allow the Corporation and its designee,
City of Corpus Christi Economic Development Department, reasonable access to TAMU-
CC's employment records and books, to verify employment and all other relevant
records related to each of the other economic development considerations and
incentives, as stated in this Agreement, but the confidentiality of the records and
information must be maintained by Corporation and its designee, unless such records
and information shall be required by a court order, a lawfully issued subpoena, or at the
direction of the Office of the Texas Attorney General.
7. Warranties. TAMU-CC warrants and represents to -Corporation thefollowing:
a. TAMU-CC is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Texas, has all corporate power and authority to carry on
its business as presently conducted in Corpus Christi, Texas.
b. TAMU-CC has the authority to enter into and perform, and will perform, the terms of
this Agreement to the best of its ability.
c. TAMU-CC has timely filed and will timely file all local, State, and 'federal tax reports
and returns required by laws to be filed and all Texas, assessments, fees, and other
governmental charges, including applicable ad valorem taxes, have been timely paid,
and will be timely paid, during the term of this Agreement.
d. TAMU-CC has received a copy of the Act, and acknowledges that the funds granted
in this Agreement must be utilized solely for purposes authorized under State law and by
the terms of this Agreement.
e. The parties executing this Agreement on behalf of TAMU-CC are duly authorized to
execute this Agreement on behalf of TAMU-CC.
f. TAMU-CC does not and agrees that it will not knowingly -employ an undocumented
worker. If, after receiving payments under this Agreement, TAMU-CC is convicted of a
violation under §U.S.C. Section 1324a(f), TAMU-CC shall repay the payments at the
rate and according to the terms as specified by City Ordinance, as amended, not later
than the 120th day after the date TAMU-CC has been notified of the violation.
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BUSINESS INCENTIVE AGREEMENT TAMUCC Intems 07 9 2012
8. Compliance with Laws. TAMU-CC shall observe and obey all applicable laws, ordinances,
regulations, and rules of the Federal, State, county, and city govemments.
9. Non -Discrimination. TAMU-CC covenants and agrees that TAMU-CC will not discriminate
nor permit discrimination against any person or group of persons, with regard to employment
and the provision of services at, on, or in the Facility, on the grounds of race, religion, national
origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United
States or the State of Texas.
10. Force Majeure. If the Corporation or TAMU-CC are prevented, wholly or in part, from
fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident,
acts of enemies, fires, floods, governmental restraint or regulation, other causes of force
majeure, or by reason of circumstances beyond its control, then the obligations of the
Corporation or TAMU-CC are temporarily suspended during continuation of the force majeure.
If either party's obligation is affected by any of the causes of force majeure, the party affected
shall promptly notify the other party in writing, giving full particulars of the force majeure as soon
as possible after the occurrence of the cause or causes relied upon.
11. Assignment. TAMU-CC may not assign all or any part of its rights, privileges, or duties
under this Agreement without the prior written approval of the Corporation and City. Any
attempted assignment without approval is void, and constitutes a breach of this Agreement.
12. Indemnity. TAMU-CC covenants to fully indemnify, save, and hold harmless the
Corporation, the City, their respective officers, employees, and agents (`Indemnitees')
against all liability, damage, loss, claims demands, and actions of any kind on account of
personal injuries (including, without limiting the foregoing, workers' compensation and
death claims), or property loss or damage of any kind, which arise out of or are in any
manner connected with, or are claimed to arise out of or be in any manner connected
with TAMU-CC activities conducted under or incidental to this Agreement, including any
injury, loss or damage caused by the sole or contributory negligence of any or all of the
Indemnitees. TAMU-CC must, at its own expense, investigate all those claims and
demands, attend to their settlement or other disposition, defend all actions based on
those claims and demands with counsel satisfactory to Indemnitees, and pay all charges
of attorneys and all other cost and expenses of any kind arising from the liability,
damage, loss, claims, demands, or actions.
13. Events of Default by TAMU-CC. The following events constitute a default of this Agreement
by TAMU-CC:
a. The Corporation or City determines that any representation or warranty on behalf of
TAMU-CC contained in this Agreement or in any financial statement, certificate, report,
or opinion submitted to the Corporation in connection with this Agreement was incorrect
or misleading in any material respect when made;
b. Any judgment is assessed against TAMU-CC or any attachment or other levy against
the property of TAMU-CC with -respect to a claim remains unpaid, undischarged, or not
dismissed for a period of 120 days.
c. TAMU-CC makes an assignment for the benefit of creditors.
d. TAMU-CC files a petition in bankruptcy, or is adjudicated insolvent or bankrupt.
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BUSINESS INCENTIVE AGREEMENT TAMUCC Interns 07 9 2012
e. If taxes owed by TAMU-CC become delinquent, and TAMU-CC fails to timely and
properly follow the legal procedures for protest or contest.
f. TAMU-CC changes the general character of business as conducted as of the date this
Agreement is approved by the Corporation.
14. Notice of Default. Should the Corporation or City determine that TAMU-CC is in default
according to the terms of this Agreement, the Corporation or City shall notify TAMU-CC in
writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for
TAMU-CC to cure the event of default.
15. Results of Uncured Default by TAMU-CC. After exhausting good faith attempts to address
any default during the cure Period, and taking into account any extenuating circumstances that
might have occurred through no fault of TAMU-CC, as determined by the Board of Directors of
the Corporation, the following actions must be taken for any default that remains uncured after
the Cure Period.
a. TAMU-CC shall immediately repay all funds paid by Corporation to them under this
Agreement.
b. TAMU-CC shall pay Corporation reasonable attorney fees and costs of court to collect
amounts due to Corporation if not immediately repaid upon demand from the
Corporation.
c. Upon payment by TAMU-CC of all sums due, the Corporation and TAMU-CC shall
have no further obligations to one another under this Agreement.
d. Neither the City, the Corporation, nor TAMU-CC may be held liable for any
consequential damages.
16. No Waiver.
a. No waiver of any covenant or condition, or the breach of any covenant or condition of
this Agreement, constitutes a waiver of any subsequent breach of the covenant or
condition of the Agreement.
b. No waiver of any covenant or condition, or the breach of any covenant or condition of
this Agreement, justifies or authorizes the nonobservance on any other occasion of the
covenant orcondition or any other covenant or condition of this Agreement.
c. Any waiver or indulgence of TAMU-CC's default may not be considered an estoppel
against the Corporation.
d. It is expressly understood that if at any time TAMU-CC is in default in any of its
conditions or covenants of this Agreement, the failure on the part of the Corporation to
promptly avail itself of the rights and remedies that the Corporation may have, will not be
considered a waiver on the part of the Corporation, but Corporation may at any time
avail itself of the rights or remedies or elect to terminate this Agreement on account of
the default.
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BUSINESS INCENTIVE AGREEMENT TAMUCC Intems 07 9 2012
17. TAMU-CC specifically agrees that Corporation shall only be liable to TAMU-CC for the
actual amount of the money grants to be conveyed to TAMU-CC, and shall not be liable to
TAMU-CC for any actual or consequential damages, direct or indirect, interest, attorney fees, or
cost of court for any act of default by Corporation under the terms of this Agreement. Payment
by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely
during the grant term of this Agreement. Corporation shall use its best efforts to anticipate
economic conditions and to budget accordingly. However, it is further understood and agreed
that, should the actual total sales tax revenue collected for any one year be less than the total
amount of grants to be paid to all contracting parties with Corporation for that year, then in that
event, all contracting parties shall receive only their pro rata share of the available sales tax
revenue for that year, less Corporation's customary and usual costs and expenses, as
compared to each contracting parties' grant amount for that year, and Corporation shall not be
liable to for any deficiency at that time or at any time in the future. In this event, Corporation will
provide all supporting documentation, as requested. Payments to be made shall also require a
written request from TAMU,CC to be accompanied by all necessary supporting documentation.
18. The parties mutually agree and understand that funding under this Agreement is subject to
annual appropriations by the City Council; that each fiscal year's funding must be included in the
budget for that year, and the funding is not effective until approved by the City Council.
19. Notices.
a. Any required written notices shall be sent mailed, certified mail, postage prepaid,
addressed as follows:
TAMU-CC:
Texas A & M University —Corpus Christi
Attn: Interim Vice President,
Division of Research, Commercialization and Outreach
6300 Ocean Drive, Unit 5843
Corpus Christi, Texas 78412-5843
Corporation:
City of Corpus Christi
Business and Job Development Corporation
Attn.: Executive Director
1201 Leopard Street
Corpus Christi, Texas 78401
b. A copy of all notices and correspondence must be sent the City at the following
address:
City of Corpus Christi
Attn.: City Manager
P.O. Box 9277
Corpus Christi, Texas 78469-9277
c. Notice is effective upon deposit in the United States mail in the manner provided
above.
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BUSINESS INCENTIVE AGREEMENT TAMUCC Interns 07 9 2012
20. Incorporation of other documents. The Corpus Christi Business and Job Development
Corporation Guidelines and Criteria for Granting Business Incentives ("Corporation Guidelines"),
as amended, are incorporated into this Agreement.
21. Amendments or Modifications. No amendments or modifications to this Agreement may be
made, nor any provision waived, unless in writing signed by a person duly authorized to sign
Agreements on behalf of each party.
22. Relationship of Parties. In performing this Agreement, both the Corporation and TAMU-CC
will act in an individual capacity, and not as agents, representatives, employees, employers,
partners, joint -venturers, or associates of one another. The employees or agents of either party
may not be, nor be construed to be, the employees or agents of the other party for any purpose.
23. Captions. The captions in this Agreement are for -convenience only and are not a part of
this Agreement. The captions do not in any way limit or amplify the terms and provisions of this
Agreement.
24. Severability.
a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or
word of this Agreement or the application of this Agreement to any person or
circumstance is, to any extent, held illegal, invalid, or unenforceable under present or
future law or by a final judgment of a court of competent jurisdiction, then the remainder
of this Agreement, or the application of the term or provision to persons or
circumstances other than those as to which it is held illegal, invalid, or unenforceable,
will not be affected by the law or judgment, for it is the definite intent of the parties to this
Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word
of this Agreement be given full force and effect for its purpose.
b. To the extent that any clause or provision is held illegal, invalid, or unenforceable
under present or future law effective during the term of this Agreement, then the
remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid,
or unenforceable clause or provision, a clause or provision, as similar in terms to the
illegal, invalid, or unenforceable clause or provision as may be possible and be legal,
valid, and enforceable, will be added to this Agreement automatically.
27. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas.
28. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and
TAMU-CC. Any prior Agreements, promises, negotiations, or representations, verbal or
otherwise, not expressly stated in this Agreement, are of no force and effect.
29. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and
the obligation of the parties relating to Section 14.a and b shall survive the termination of this
Agreement.
Page 8 of 9
BUSINESS INCENTIVE AGREEMENT TAMUCC Intems 07 92012
Corpus Christi Busines1• b Development Corporation
By:
[name]
President
Date: f Z ? t.72)/2 -
Attest: ,D/v
Attest:
By:
Armando Chaps
Assistant Secretary
Texas A & M Uni rsity — Corpus Christi
By:
Luis Cifuentes
Inte . Vice Presiders
Division of Research, Commercialization and Outreach
Date: '7 • ' 2- ) Z
THE STATE OF TEXAS
COUNTY OF NUECES
e6 ()XIS -
et WWII
SES "i ""
This instrument was acknowledged before me on 7' f D
,2012, by Luis A.
Cifuentes, Interim Vice President, Division of Research, Commercialization and Outreach,
Texas A & M University -- or , us Christ' a Texas institution of higher education, on behalf of
the uniyetsity.
Notary Public
State of Texas
DEANNE HUBENAK
Notary public, State of Texas
Commission Expires:
05-22-2016
Notary without Bond
Page 9 of 9
BUSINESS INCENTIVE AGREEMENT TAMUCC Intems 07 9 2012
EXHIBIT A
PERFORMANCE MEASURES AND CORPORATION GRANTS
1. Placement of not more than a total of 105 interns with small businesses in Corpus
Christi during the Fall Semester of 2012, Spring Semester of 2013, and/or Summer
Session of 2013, plus employment of 1 intern to assist in program administration during
the Fall and Spring Semesters and Summer Session.
A --1
BUSINESS INCENTIVE AGREEMENT TAMUCC Interns 07 9 2012
BUSINESS INCENTIVE PROJECT SERVICE AGREEMENT
This Business Incentives Project Service Agreement ("Project Service Agreement") is entered
into between the Corpus Christi Business and Job Development Corporation ("Type A
Corporation") and the City of Corpus Christi, Texas ("City").
WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil
Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas
Local Government Code ("the Act"), empowered local communities with the ability to adopt an
optional local sales and use tax as a means of improving the economic health and prosperity of
their citizens;
WHEREAS, on November 5, 2002, residents of the City passed Proposition 2, New and
Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the
promotion and development of new and expanded business enterprises at the rate of one-
eighth of one percent to be imposed for 15 years;
WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 was subsequently
enacted by the City Council and filed with the State Comptroller of Texas, effective April 1,
2003, to be administered by the Type A Corporation's Board of Directors ("Board");
WHEREAS, the Type A Corporation exists for the purposes of encouraging and assisting
entities in the creation of jobs for the citizens of Corpus Christi, Texas;
WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for
Granting Business Incentives on September 18, 2007, which the City Council incorporated into
the City of Corpus Christi Economic Development Incentive Policies 2009-2011 on November
17, 2009;
WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and
expenditures of the Type A Corporation;
WHEREAS, Texas A&M University — Corpus Christi ("TAMU-CC") has submitted a proposal to
the Type A Corporation has requested business development funds from the Board to assist
small businesses by providing access to students, who will serve as interns in professional level
positions;;
WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus
Christi, Texas, to fund TAMU-CC's intern program; and
WHEREAS, the Type A Corporation, TAMU-CC has executed a small business incentive
agreement for an intem program to support small businesses.
In consideration of the covenants, promises, and conditions stated in this Project Service
Agreement, the Type A Corporation and the City agree as follows:
1. Project Service Agreement to Implement Business Incentives Agreement. This Project
Service Agreement between the City and the Type A Corporation is executed to implement the
Small Business Incentive Agreement between the Type A Corporation and TAMU-CC related
to TAMU-CC's intem program to support small businesses in Corpus Christi ("Business
Incentive Agreement").
Type A Business Support Agreement - TAMU-CC Intern
Page 1 of 3
2. Term. The term of this Project Service Agreement runs concurrently with the term of the
Business Incentive Agreement.
3. Services to be Provided by City.
a. The City Manager or designee shall administer funding on behalf of the Type A
Corporation.
b. The City Manager or designee shall perform contract administration responsibilities
outlined in the Business Incentive Agreement for the Type A Corporation.
4. Appropriation of Funds. Any future payments by the City are subject to appropriation of
funds by City Council.
5. Effective Date. The effective date of this Project Service Agreement is August 10, 2012.
6. Amendments or Modifications. No amendments or modifications to this Project Service
Agreement may be made, nor any provision waived, unless in writing signed by a person duly
authorized to sign agreements on behalf of each party.
7. Severability.
a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or
word of this Project Service Agreement or the application of this Project Service
Agreement to any person or circumstance is, to any extent, held illegal, invalid, or
unenforceable under present or future law or by a final judgment of a court of competent
jurisdiction, then the remainder of this Project Service Agreement, or the application of
the term or provision to persons or circumstances other than those as to which it is held
illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the
definite intent of the parties to this Project Service Agreement that every section,
paragraph, subdivision, clause, provision, phrase, or word of this Project Service
Agreement be given full force and effect for its purpose.
b. To the extent that any clause or provision is held illegal, invalid, or unenforceable
under present or future law effective during the term of this Project Service Agreement,
then the remainder of this Project Service Agreement is not affected by the law, and in
lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as
similar in terms to the illegal, invalid, or unenforceable clause or provision as may be
possible and be legal, valid, and enforceable, will be added to this Project Service
Agreement automatically.
8. Captions. The captions in this Project Service Agreement are for convenience only and are
not a part of this Project Service Agreement. The captions do not in any way limit or amplify the
terms and provisions of this Project Service Agreement.
Page 2 of 3
Type A Business Support Agreement - TAMU-CC Intem
The
ty of Corp
isti
Ronald L. on
City Manager ��3 / President
Date: Date: Z 2
Attest
Corpus Christi
Job Develop
ss &
rporation
A/1.041-10er—'
Armando Chapa
City Secretary
Type A Business Support Agreement - TAMU-CC Intern
Page 3 of 3
La.
a ewNC$i..__.
SECRR
AGENDA MEMORANDUM
Future Item for the City Council Meeting of November 11, 2014
Action Item for the City Council Meeting of November 18, 2014
DATE: November 11, 2014
TO: Ronald L. Olson, City Manager
FROM: Constance P. Sanchez, Director of Financial Services
ConstanceP@cctexas.com
(361) 826-3227
Appointment of Financial Advisor for Utility System Revenue Bond Sale
and for Utility System Revenue Refunding Bond Sale
CAPTION:
Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for one
or more series of City of Corpus Christi, Texas Utility System Junior Lien Revenue
Improvement Bonds (fixed rate and/or variable rate) in an aggregate principal amount
not to exceed $115,000,000; and for one or more series of City of Corpus Christi, Texas
Junior Lien Revenue Refunding Bonds in an amount not to exceed $166,240,000.
PURPOSE:
The City plans on issuing up to $115,000,000 of Utility System Revenue Bonds to fund
utility projects outlined in Year 1 of the Fiscal Year 2015 Capital Improvement Plan and
plans on refunding any callable, outstanding Utility System Revenue Bonds for savings.
Currently, there is potentially over $160,000,000 of outstanding utility revenue bonds
that may be considered.
BACKGROUND AND FINDINGS:
Issuance of bonds requires utilization of a financing team which is made up of three
parts: the financial advisor, bond counsel, and the underwriting syndicate. This agenda
item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for
these transactions. See Exhibit A for the Financial Advisor's fee schedule.
Fulbright & Jaworski L.L.P. is currently under contract with the City to serve as the City's
bond counsel and will serve as the second part of our financing team. The third part of
the financing team is the underwriters, and selection of the syndicate of underwriters
from the City's pool of approved underwriters is being recommended for delegation to
the City Manager, Deputy City Manager, Assistant City Manager for General
Government and Operations Support, and Director of Financial Services.
ALTERNATIVES: n/a
OTHER CONSIDERATIONS: n/a
CONFORMITY TO CITY POLICY:
This item conforms to City policy.
EMERGENCY / NON -EMERGENCY: n/a
DEPARTMENTAL CLEARANCES:
Bond Counsel
Legal Department
FINANCIAL IMPACT:
X Not Applicable ❑ Operating Expense
❑ Revenue
❑ CIP
FISCAL YEAR:
Project to Date Exp.
(CIP Only)
Current
Year
Future
Years
TOTALS
Budget
-
-
-
-
Encumbered/Expended
amount of (date)
-
-
-
-
This item
-
-
-
-
BALANCE
-
-
-
-
FUND(S): CIP Funds
COMMENTS: n/a
RECOMMENDATION:
Staff recommends approval of the motion as presented.
LIST OF SUPPORTING DOCUMENTS:
Exhibit A — Financial Advisor Fee Schedule
I NVESTMENT BANKERS
FINANCIAL ADVISORY FEE SCHEDULE
GENERAL OBLIGATION BONDS
More than
And Not
More than
$ $ 250,000 $7,500 plus $20.00 per $1,000 for all over $150,000
250,000 350,000 $9,500 plus $10.00 per $1,000 for all over $250,000
350,000 500,000 $10,500 plus $8.00 per $1,000 for all over $350,000
500,000 700,000 $11,700 plus $7.00 per $1,000 for all over $500,000
700,000 1,000,000 $13,100 plus $6.00 per $1,000 for all over $700,000
1,000,000 1,500,000 $14,900 plus $5.00 per $1,000 for all over $1,000,000
1,500,000 5,000,000 $17,400 plus $3.00 per $1,000 for all over $1,500,000
5,000,000 10,000,000 $27,900 plus $1.65 per $1,000 for all over $5,000,000
10,000,000 20,000,000 $36,150 plus $1.00 per $1,000 for all over $10,000,000
20,000,000 No Limit $46,150 plus $0.85 per $1,000 for all over $20,000,000
REVENUE BONDS AND COMBINATION TAX & REVENUE CERTIFICATES OF
OBLIGATION
In the event the Bonds to be issued are Revenue Bonds or Combination Tax and Revenue
Certificates of Obligation, Refunding, Direct Pay Subsidy or Lease Purchase Obligations, the fee
shall be the amount computed from the above schedule, plus 25%.
EXHIBIT A
AGENDA MEMORANDUM
Future Item for the City Council Meeting of November 11, 2014
Action Item for the City Council Meeting of November 18, 2014
DATE: November 11, 2014
TO: Ronald L. Olson, City Manager
FROM: Constance P. Sanchez, Director of Financial Services
ConstanceP@cctexas.com
(361) 826-3227
Appointment of Financial Advisor for Solid Waste Certificates of Obligation
CAPTION:
Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the
of City of Corpus Christi, Texas, Combination Tax and Solid Waste Revenue Taxable
Certificates of Obligation, Series 2015 in an amount not to exceed $14,500,000.
PURPOSE:
The City plans to issue Combination Tax and Revenue Taxable Certificates of
Obligation, (Landfill Project) in an amount not to exceed $14,500,000. The Landfill
Project certificates will be used for the purpose of paying contractual obligations relating
to the construction of improvements to the City's solid waste facilities, as well as the
payment of fiscal, engineering and legal fees incurred in connection with the certificates.
BACKGROUND AND FINDINGS:
Issuance of bonds requires utilization of a financing team which is made up of three
parts: the financial advisor, bond counsel, and the underwriting syndicate. This agenda
item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for
these transactions. See Exhibit A for the Financial Advisor's fee schedule.
Fulbright & Jaworski L.L.P. is currently under contract with the City to serve as the City's
bond counsel and will serve as the second part of our financing team. The third part of
the financing team is the underwriters, and selection of the syndicate of underwriters
from the City's pool of approved underwriters is being recommended for delegation to
the Mayor, City Manager, Assistant City Manager, and Director of Financial Services.
ALTERNATIVES: n/a
OTHER CONSIDERATIONS: n/a
CONFORMITY TO CITY POLICY:
This item conforms to City policy.
EMERGENCY / NON -EMERGENCY: n/a
DEPARTMENTAL CLEARANCES:
Solid Waste Services
Financial Services
Bond Counsel
Legal Department
FINANCIAL IMPACT:
X Not Applicable ❑ Operating Expense
Revenue
CIP
FISCAL YEAR:
Project to Date Exp.
(CIP Only)
Current
Year
Future
Years
TOTALS
Budget
-
Encumbered/Expended
amount of (date)
-
-
-
-
This item
-
-
-
-
BALANCE
-
-
-
-
FUND(S): CIP Funds
COMMENTS: n/a
RECOMMENDATION:
Staff recommends approval of the motion as presented.
LIST OF SUPPORTING DOCUMENTS:
Exhibit A — Financial Advisor Fee Schedule
I NVESTMENT BANKERS
FINANCIAL ADVISORY FEE SCHEDULE
GENERAL OBLIGATION BONDS
More than
And Not
More than
$ $ 250,000 $7,500 plus $20.00 per $1,000 for all over $150,000
250,000 350,000 $9,500 plus $10.00 per $1,000 for all over $250,000
350,000 500,000 $10,500 plus $8.00 per $1,000 for all over $350,000
500,000 700,000 $11,700 plus $7.00 per $1,000 for all over $500,000
700,000 1,000,000 $13,100 plus $6.00 per $1,000 for all over $700,000
1,000,000 1,500,000 $14,900 plus $5.00 per $1,000 for all over $1,000,000
1,500,000 5,000,000 $17,400 plus $3.00 per $1,000 for all over $1,500,000
5,000,000 10,000,000 $27,900 plus $1.65 per $1,000 for all over $5,000,000
10,000,000 20,000,000 $36,150 plus $1.00 per $1,000 for all over $10,000,000
20,000,000 No Limit $46,150 plus $0.85 per $1,000 for all over $20,000,000
REVENUE BONDS AND COMBINATION TAX & REVENUE CERTIFICATES OF
OBLIGATION
In the event the Bonds to be issued are Revenue Bonds or Combination Tax and Revenue
Certificates of Obligation, Refunding, Direct Pay Subsidy or Lease Purchase Obligations, the fee
shall be the amount computed from the above schedule, plus 25%.
EXHIBIT A
AGENDA MEMORANDUM
Future Item for the City Council Meeting of November 11, 2014
Action Item for the City Council Meeting of November 18, 2014
DATE: November 11, 2014
TO: Ronald L. Olson, City Manager
FROM: Lawrence Mikolajczyk, Director of Solid Waste Operations
LawM@cctexas.com
(361) 826-1972
Constance P. Sanchez, Director of Financial Services
ConstanceP@cctexas.com
(361) 826-3227
Authorization for Solid Waste Certificates of Obligation
CAPTION:
Resolution by the City Council of the City of Corpus Christi, Texas, authorizing and
approving publication of Notice of Intention to issue Certificates of Obligation; complying
with the requirements contained in Securities and Exchange Commission Rule 15c2-12;
and providing an effective date.
PURPOSE:
The City plans on issuing taxable Combination Tax and Revenue Certificates of
Obligation in an amount not to exceed $14,500,000 for the purpose of paying
contractual obligations relating to the construction of improvements to the City's solid
waste facilities, construction of municipal landfill waste disposal cells, construction of a
solid waste Citizens' Collection Center, and the payment of fiscal, engineering and legal
fees incurred in connection with the certificates.
BACKGROUND AND FINDINGS:
The City plans on issuing taxable Combination Tax and Revenue Certificates of
Obligation in an amount not to exceed $14,500,000 to fund public health and safety
projects related to the J. C. Elliott Transfer Station and Cefe Valenzuela Landfill outlined
in the Fiscal Year 2015 Capital Improvement Plan. These projects include the
following:
JC Elliott Office Building $ 1,750,000
Pavement/Life Cycle Replacement 1,500,000
(JC Elliott and Cefe Valenzuela Landfills)
Cefe Valenzuela Landfill Disposal Cell Interim Cover 2,292,844
Cefe Valenzuela Landfill Disposal Cell Construction B&C . 3,457,500
Citizens' Collection Center — Flour Bluff / Padre Island .... 4,650,000
Cefe Valenzuela Outfall Modifications 559,800
TOTAL $14,210,144
The fiscal year 2014-2015 debt service payment is estimated to be approximately
$1,100,000. This was not included in the fiscal year 2014-2015 operating budget, and
so staff is recommending this payment be appropriated from the unreserved fund
balance of the General Fund from excess funds generated by Solid Waste in fiscal year
2013-2014 and prior fiscal years. The solid waste fees in future fiscal year are
anticipated to generate sufficient revenues to fund these certificates.
State law requires that a notice of intention be published when certificates of obligation
are to be sold. The notice must be published once a week for 2 consecutive weeks in a
newspaper, with the date of the first publication to be before the 30th day before the date
tentatively set for the passage of the ordinance authorizing the issuance of the
certificates. Since there a limited number of City Council meetings in the month of
December, the ordinance authorizing the issuance of the certificates is tentatively
scheduled as a first reading on January 13, 2015 with a second and final reading on
January 20, 2015. This means that we must advertise in the Corpus Christi Caller -
Times by Sunday, December 14, 2014.
ALTERNATIVES: n/a
OTHER CONSIDERATIONS: n/a
CONFORMITY TO CITY POLICY:
This item conforms to City policy.
EMERGENCY / NON -EMERGENCY: n/a
DEPARTMENTAL CLEARANCES:
Solid Waste Services
Financial Services
Bond Counsel
Legal Department
FINANCIAL IMPACT:
Not Applicable ❑ Operating Expense
X Revenue
CIP
FISCAL YEAR:
Project to Date Exp.
(CIP Only)
Current
Year
Future
Years
TOTALS
Budget
-
$ 14,500,000
-
$ 14,500,000
Encumbered/Expended
amount of (date)
-
-
-
-
This item
-
$ 14,500,000
-
$ 14,500,000
BALANCE
-
-
-
-
FUND(S): CIP Fund
COMMENTS: n/a
RECOMMENDATION:
Staff recommends approval of the resolution as presented.
LIST OF SUPPORTING DOCUMENTS:
Resolution
RESOLUTION
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS AUTHORIZING AND APPROVING PUBLICATION
OF NOTICE OF INTENTION TO ISSUE CERTIFICATES OF
OBLIGATION; COMPLYING WITH THE REQUIREMENTS
CONTAINED IN SECURITIES AND EXCHANGE COMMISSION RULE
15c2-12; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the
City) has determined that it is advisable and necessary to issue and sell one or more series of
certificates of obligation (the Certificates) in an amount not to exceed $14,500,000 as provided
pursuant to the provisions of the Certificate of Obligation Act of 1971, as amended, Texas Local
Government Code, Section 271.041 through 271.064, 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) the construction of improvements to the City's solid waste facilities,
including (without limitation) paying contractual obligations to be incurred with respect to the
construction of municipal landfill waste disposal cells, internal roadways and pavement, cover
systems, gas collection systems, drainage facilities, maintenance and office facilities, liners,
environmental monitoring equipment, and other improvements and equipment necessary to
operate the Cefe Valenzuela landfill (located in the vicinity of County Road 20 and Farm Road
2444) and provide post closure care of the J.C. Elliott landfill (located in the vicinity of State
Highway 286 (Chapman Ranch Road) and State Highway 357 (Saratoga Boulevard)), and a solid
waste Citizens Collection Center located in the City near Flour Bluff and Padre Island, (2) the
purchase of materials, supplies, equipment, land, and rights-of-way for authorized needs and
purposes relating to the aforementioned facilities; and (3) the payment of professional services
related to the design, construction, and financing of the aforementioned projects (collectively, the
Projects); and
WHEREAS, prior to the offering, sale, and issuance of the Certificates, the appropriate
officials of the City must review and approve the distribution of a "deemed final" preliminary
official statement (the Official Statement) in order to comply with the requirements contained in
17 C.F.R. §240.15c2-12 (the Securities and Exchange Commission Rule); and
WHEREAS, based upon their review of the Official Statement, the appropriate officials
of the City must find to the best of their knowledge and belief, after reasonable investigation, that
the representations of facts pertaining to the City contained in the Official Statement are true and
correct and that, except as disclosed in the Official Statement, there are no facts pertaining to the
City that would adversely affect the issuance of the Certificates or the City's ability to pay the
debt service requirements on the Certificates when due; and
WHEREAS, the City Council will comply with the requirements contained in the
Securities and Exchange Commission Rule concerning the creation of a contractual obligation
between the City and the proposed purchaser(s) of the Certificates (the Purchasers) to provide
the Purchasers with an Official Statement in a time and manner that will enable the Purchasers to
58153810.4
comply with the distribution requirements and continuing disclosure requirements contained in
the Securities and Exchange Commission Rule; and
WHEREAS, the City Council authorizes the City Manager, Deputy City Manager, the
Assistant City Manager for General Government and Operations Support, the Director of
Financial Services, City Secretary, and the City Attorney, as appropriate, or their designees, to
review, approve, and execute any document or certificate in order to allow the City to comply
with the requirements contained in the Securities and Exchange Commission Rule; and
WHEREAS, prior to the issuance of the Certificates, the City Council is required to
publish notice of its intention to issue the Certificates in a newspaper of general circulation in the
City, such notice stating (i) the time and place the City Council tentatively proposes to pass the
ordinance authorizing the issuance of the Certificates, (ii) the maximum amount proposed to be
issued, (iii) the purposes for which the Certificates are to be issued, (iv) and the manner in which
the City Council proposes to pay the Certificates; and
WHEREAS, the City Council hereby finds and determines that such documents
pertaining to the sale of the Certificates should be approved, and the City should proceed with
the giving of notice of intention to issue the Certificates in the time, form, and manner provided
by law; and
WHEREAS, the City Council hereby finds and determines that the adoption of this
Resolution is in the best interests of the residents of the City; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS THAT:
SECTION 1: The City Secretary is hereby authorized and directed to cause notice to be
published of the City Council's intention to issue the Certificates in an amount not to exceed
$14,500,000 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) the
construction of improvements to the City's solid waste facilities, including (without limitation)
paying contractual obligations to be incurred with respect to the construction of municipal
landfill waste disposal cells, internal roadways and pavement, cover systems, gas collection
systems, drainage facilities, maintenance and office facilities, liners, environmental monitoring
equipment, and other improvements and equipment necessary to operate the Cefe Valenzuela
landfill (located in the vicinity of County Road 20 and Farm Road 2444) and provide post
closure care of the J.C. Elliott landfill (located in the vicinity of State Highway 286 (Chapman
Ranch Road) and State Highway 357 (Saratoga Boulevard)), and a solid waste Citizens
Collection Center located in the City near Flour Bluff and Padre Island, (2) the purchase of
materials, supplies, equipment, land, and rights-of-way for authorized needs and purposes
relating to the aforementioned facilities; and (3) the payment of professional services related to
the design, construction, and financing of the aforementioned projects. The Certificates will be
payable from the levy of an annual ad valorem tax, within the limitations prescribed by law,
upon all taxable property within the City and additionally from a pledge of and lien on certain
revenues derived from the operation of the City's solid waste system facilities. The notice
hereby approved and authorized to be published shall read substantially in the form and content
58153810.4
-2-
of Exhibit A attached hereto, which notice is incorporated herein by reference as a part of this
Resolution for all purposes.
SECTION 2: The City Secretary shall cause the notice described in Section 1 to be
published in a newspaper of general circulation in the City, once a week for two consecutive
weeks, the date of the first publication shall be at least thirty (30) days prior to the date stated
therein for passage of the ordinance authorizing the issuance of the Certificates.
SECTION 3: The Mayor, City Manager, the Assistant City Manager for General
Government and Operations Supprt, the Director of Financial Services, City Secretary, and the
City Attorney, as appropriate, or their designees, are authorized to review and approve the
Official Statement pertaining to the offering, sale, and issuance of the Certificates and to execute
any document or certificate in order to comply with the requirements contained in the Securities
and Exchange Commission Rule.
SECTION 4. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals 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 5: 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
resolved herein.
SECTION 6: This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
SECTION 7: 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 8: 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 9: This Resolution shall be in force and effect from and after the date of its
adoption, and it is so resolved.
58153810.4
[The remainder of this page intentionally left blank.]
-3-
PASSED AND APPROVED, this the 18th day of November, 2014.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
(CITY SEAL)
APPROVED THIS 18th DAY OF NOVEMBER, 2014:
Miles Risley, City Attorney
58153810.4
S-1
THE STATE OF TEXAS )(
COUNTY OF NUECES )(
I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the
above and foregoing is a true, full and correct copy of a Resolution passed by the City Council of
the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 18th day of
November, 2014, relating to establishing the City's intention to publish a notice of intention
concerning the issuance of certificates of obligation, which Resolution 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 18th day of November,
2014.
City Secretary
(CITY SEAL)
58153810.4
S-2
The foregoing resolution was read for the first time and passed to its second reading on this the
11th day of November, 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
The foregoing resolution was read for the second time and passed finally on this the 18th day of
November, 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the 18th day of November, 2014.
ATTEST:
Rebecca Huerta Nelda Martinez
City Secretary Mayor
58153810.4
S-3
Exhibit A
NOTICE OF INTENTION TO ISSUE
CITY OF CORPUS CHRISTI, TEXAS
COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION, TAXABLE SERIES 2015
NOTICE IS HEREBY GIVEN that the City Council of the City of Corpus Christi, Texas
will convene at its regular meeting place in the City Hall in Corpus Christi, Texas, at 12:00
o'clock P.M., Corpus Christi, Texas time on January , 2015, and, during such meeting, the
City Council will consider the passage of an ordinance or ordinances and take such other actions
as may be deemed necessary to authorize the issuance of one or more series of certificates of
obligation in an aggregate principal amount not to exceed $14,500,000 for the purpose or
purposes of paying contractual obligations of the City to be incurred for making permanent
public improvements and for other public purposes, to -wit: (1) the construction of improvements
to the City's solid waste facilities, including (without limitation) paying contractual obligations
to be incurred with respect to the construction of municipal landfill waste disposal cells, internal
roadways and pavement, cover systems, gas collection systems, drainage facilities, maintenance
and office facilities, liners, environmental monitoring equipment, and other improvements and
equipment necessary to operate the Cefe Valenzuela landfill (located in the vicinity of County
Road 20 and Farm Road 2444) and provide post closure care of the J.C. Elliott landfill (located
in the vicinity of State Highway 286 (Chapman Ranch Road) and State Highway 357 (Saratoga
Boulevard)), and a solid waste Citizens Collection Center located in the City near Flour Bluff
and Padre Island, (2) the purchase of materials, supplies, equipment, land, and rights-of-way for
authorized needs and purposes relating to the aforementioned facilities; and (3) the payment of
professional services related to the design, construction, and financing of the aforementioned
projects. The certificates of obligation (the Certificates) will be payable from the levy of an
annual ad valorem tax, within the limitations prescribed by law, upon all taxable property within
the City and from a limited lien on and pledge of certain revenues derived by the City from the
operation of the City's solid waste system. The Certificates are to be issued, and this notice is
given, under and pursuant to the provisions of the Certificate of Obligation Act of 1971, as
amended, Texas Local Government Code Section 271.041 through Section 271.064, Subchapter
G of Chapter 363, as amended, Texas Health and Safety Code, and the City's Home Rule
Charter.
58153810.4
A-1
/s/ Rebecca Huerta
City Secretary,
City of Corpus Christi, Texas
AGENDA MEMORANDUM
Future Item for the City Council Meeting of November 11, 2014
Action Item for the City Council Meeting of November 18, 2014
DATE: November 11, 2014
TO: Ronald L. Olson, City Manager
FROM: Constance P. Sanchez, Director of Financial Services
ConstanceP@cctexas.com
(361) 826-3227
Appointment of Financial Advisor for
Texas Military Preparedness Commission Debt Transactions
CAPTION:
Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the
transaction to call for redemption prior to stated maturity "City of Corpus Christi, Texas
General Improvement Bonds, Series 2007" and "City of Corpus Christi, Texas
Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007"
and as Financial Advisor for the issuance of "City of Corpus Christi, Texas Tax Notes,
Series 2014A" in an amount not to exceed $5,090,000.
PURPOSE:
The City plans on calling for redemption prior to stated maturity two outstanding bond
issuances: "City of Corpus Christi, Texas General Improvement Bonds, Series 2007"
and "City of Corpus Christi, Texas Combination Tax and Utility System Revenue
Certificates of Obligation, Series 2007". Subsequently, the City plans on issuing up to
$5,090,000 of Tax Notes to fund projects associated with the Texas Military
Preparedness Commission.
BACKGROUND AND FINDINGS:
Following the 2005 round of Base Realignment and Closure (BRAC), the City of Corpus
Christi (City) received a $10,507,390 loan from Texas Military Value Revolving Loan
Fund through the Texas Military Preparedness Commission (TMPC) for two projects: (1)
the expansion and reconstruction of Port Avenue from 1-37 to US 181 and (2) the
realignment of Flour Bluff Drive and extension of the Waldron Field runway. The Texas
Department of Transportation (TxDOT), through the Corpus Christi Metropolitan
Planning Organization (CCMPO), provided a $10,878,300 match for the Port Avenue
project making the total for both projects $21,385,690.
The City of Corpus Christi issued two series of debt in 2007: (1) a series of 2004
voter -approved general obligation bonds and (2) a series of non -voted certificates of
obligations (together referred to as the 2007 Obligations). Both series were sold to the
Texas Public Finance Authority (the TPFA), acting on behalf of the Texas Military
Preparedness Commission, to provide the City with assistance for projects targeting
infrastructure related to military facilities located in and around the City. In order to
provide a source of funding for the purchase of the City's 2007 Obligations, the TPFA
sold its own bonds (Source Bonds). The TPFA, in turn, uses the money that the City
sends for its debt service payments on the 2007 Obligations to make its debt service
payments on their Source Bonds. Neither the City's 2007 Obligations nor the Source
Bonds are callable until 2016.
The 2007 Obligations were issued to finance the costs of specific street projects.
However, the City has determined that all of the projects intended to be financed by
the 2007 Obligations will not be completed. Therefore, in order to repurpose the
remaining proceeds of the 2007 Bonds, the City would need to find another qualifying
street project authorized at the 2004 bond election. However, no other project was
identified and so now in order to repurpose the remaining proceeds, the City needs to
seek consent from t h e TPFA (as the sole holder of 2007 COs) to amend the
ordinance authorizing the issuance of the 2007 COs to allow for another purpose.
It was determined that the simplest solution would be to return the unspent proceeds to
the TPFA. However, these bonds are not callable until 2016 and so this action cannot
be done until then. So bond counsel has proposed a transaction whereby the City will
issue new tax notes while the TPFA simultaneously (or shortly thereafter) agrees (i) to
an early and immediate redemption of the original 2007 Obligations and (ii) to
purchase, on behalf of the TMPC (as it originally did in 2007 in connection with the
issuance of the 2007 Obligations), the new tax notes. The City will pay to the TPFA
the redemption amount of the 2007 Obligations (which should closely resemble the
amount of unspent proceeds of 2007 Obligations); and the TPFA will then
immediately turn around and use those proceeds to purchase the City's new 2014 tax
notes.
This process should be neutral to the TPFA since the TPFA will still have a source of
payment of debt service of its Source Bonds which will now be the City's new debt.
Likewise, the City should also be in relatively neutral position, as well.
This agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial
advisor for these transactions. See Exhibit A for the Financial Advisor's fee schedule.
ALTERNATIVES: n/a
OTHER CONSIDERATIONS: n/a
CONFORMITY TO CITY POLICY:
This item conforms to City policy.
EMERGENCY / NON -EMERGENCY: n/a
DEPARTMENTAL CLEARANCES:
Financial Services
Bond Counsel
Legal Department
FINANCIAL IMPACT:
X Not Applicable ❑ Operating Expense
❑ Revenue
❑ CIP
FISCAL YEAR:
Project to Date Exp.
(CIP Only)
Current
Year
Future
Years
TOTALS
Budget
-
-
-
-
Encumbered/Expended
amount of (date)
-
-
-
-
This item
-
-
-
-
BALANCE
-
-
-
-
FUND(S): CIP Funds
COMMENTS: n/a
RECOMMENDATION:
Staff recommends approval of the motion as presented.
LIST OF SUPPORTING DOCUMENTS:
Exhibit A — Financial Advisor Fee Schedule
I NVESTMENT BANKERS
FINANCIAL ADVISORY FEE SCHEDULE
GENERAL OBLIGATION BONDS
More than
And Not
More than
$ $ 250,000 $7,500 plus $20.00 per $1,000 for all over $150,000
250,000 350,000 $9,500 plus $10.00 per $1,000 for all over $250,000
350,000 500,000 $10,500 plus $8.00 per $1,000 for all over $350,000
500,000 700,000 $11,700 plus $7.00 per $1,000 for all over $500,000
700,000 1,000,000 $13,100 plus $6.00 per $1,000 for all over $700,000
1,000,000 1,500,000 $14,900 plus $5.00 per $1,000 for all over $1,000,000
1,500,000 5,000,000 $17,400 plus $3.00 per $1,000 for all over $1,500,000
5,000,000 10,000,000 $27,900 plus $1.65 per $1,000 for all over $5,000,000
10,000,000 20,000,000 $36,150 plus $1.00 per $1,000 for all over $10,000,000
20,000,000 No Limit $46,150 plus $0.85 per $1,000 for all over $20,000,000
REVENUE BONDS AND COMBINATION TAX & REVENUE CERTIFICATES OF
OBLIGATION
In the event the Bonds to be issued are Revenue Bonds or Combination Tax and Revenue
Certificates of Obligation, Refunding, Direct Pay Subsidy or Lease Purchase Obligations, the fee
shall be the amount computed from the above schedule, plus 25%.
EXHIBIT A
AGENDA MEMORANDUM
Future Item for the City Council Meeting of November 11, 2014
Action Item for the City Council Meeting of November 18, 2014
DATE: November 11, 2014
TO: Ronald L. Olson, City Manager
FROM: Tom Tagliabue, Director of Intergovernmental Relations
TomTag@cctexas.com
(316) 826-3850
Constance P. Sanchez, Director of Financial Services
ConstanceP@cctexas.com
(361) 826-3227
Repurposing of Existing Texas Military Preparedness Loan
CAPTION:
Resolution by the City Council of the City of Corpus Christi, Texas calling for redemption
prior to stated maturity certain of its currently outstanding obligations designated as
"City of Corpus Christi, Texas General Improvement Bonds, Series 2007" and "City of
Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of
Obligation, Series 2007"; directing that the City Secretary or designee thereof,
effectuate the redemption of these obligations; and other matters in connection
therewith.
PURPOSE:
The City plans on calling for redemption prior to stated maturity two outstanding bond
issuances: "City of Corpus Christi, Texas General Improvement Bonds, Series 2007"
and "City of Corpus Christi, Texas Combination Tax and Utility System Revenue
Certificates of Obligation, Series 2007". Subsequently, the City plans on issuing up to
$5,090,000 of Tax Notes to fund projects associated with the Texas Military
Preparedness Commission.
BACKGROUND AND FINDINGS:
Following the 2005 round of Base Realignment and Closure (BRAC), the City of Corpus
Christi (City) received a $10,507,390 loan from Texas Military Value Revolving Loan
Fund through the Texas Military Preparedness Commission (TMPC) for two projects: (1)
the expansion and reconstruction of Port Avenue from 1-37 to US 181 and (2) the
realignment of Flour Bluff Drive and extension of the Waldron Field runway. The Texas
Department of Transportation (TxDOT), through the Corpus Christi Metropolitan
Planning Organization (CCMPO), provided a $10,878,300 match for the Port Avenue
project making the total for both projects $21,385,690.
The City of Corpus Christi issued two series of debt in 2007: (1) a series of 2004
voter -approved general obligation bonds and (2) a series of non -voted certificates of
obligations (COs) to repay the TMPC loan. Together the two bond debts are referred to
as the 2007 Obligations.
Both series were sold to the Texas Public Finance Authority (TPFA), acting on behalf
of the Texas Military Preparedness Commission, to provide the City with assistance
for projects targeting infrastructure related to military facilities located in and around
the City. In order to provide a source of funding for the purchase of the City's 2007
Obligations, the TPFA sold its own bonds (Source Bonds). The TPFA, in turn, uses the
money that the City sends for its debt service payments on the 2007 Obligations to
make its debt service payments on their Source Bonds. The Port Avenue project was
completed, but there is approximately $2.4 million in unspent funds remaining from that
project. The Waldron Field/Flour Bluff Drive project was never started due to opposition
to the project, so approximately $2.4 million remains in unspent funds from that project.
The debt instruments, ordinances and loan contract prevent the remaining loan balance
from being used for purposes other than the original projects. The City continues to
make regular debt service payments on the principal and interest, but cannot pay off the
remaining debt until 2016 because the City's 2007 Obligations nor the Source Bonds
are callable until September 2016.
In order to repurpose the remaining proceeds, the City needs t h e consent of t h e
TPFA (as the sole holder of 2007 COs) to amend the ordinance authorizing the
issuance of the 2007 COs to allow for another purpose and needs permission from
the TMPC to use the remaining proceeds for additional military value projects.
The City's bond counsel has proposed a transaction whereby the City will issue new
tax notes while the TPFA simultaneously (or shortly thereafter) agrees (i) to an early
and immediate redemption of the original 2007 Obligations and (ii) to purchase, on
behalf of the TMPC (as it originally did in 2007 in connection with the issuance of the
2007 Obligations), the new tax notes. The City will pay to the TPFA the redemption
amount of the 2007 Obligations (which should closely resemble the amount of
unspent proceeds of 2007 Obligations); and the TPFA will then immediately turn
around and use those proceeds to purchase the City's new 2014 tax notes.
This process should be neutral to the TPFA since the TPFA will still have a source of
payment of debt service of its Source Bonds which will now be the City's new debt.
Likewise, the City should also be in relatively neutral position, as well.
The military value projects that are proposed to be financed with these tax notes
are as follows:
1. Sam Rankin Road Improvement
To improve access and flow to the Strategic Military Port at the Port of Corpus
Christi, Sam Rankin Road needs to be reconstructed. The project is a partnership
between the Port of Corpus Christi and the City of Corpus Christi, to enhance
access to Sam Rankin Road, which directly serves the staging lots and the
railyard adjacent to the road and leading to Dock 8, 14 or 15 on the south side of
the Corpus Christi Ship Channel, commonly referred to as the roll-on, roll -off
docks. From this location, the Port moves shipments of military equipment by
highway and rail to and from the forts and overseas installations. The Ports of
Beaumont and Corpus Christi handled more than 50 percent of the equipment
and material deployed to Iraq and Afghanistan since 2003. Sam Rankin Road will
be expanded to a 28 -foot wide road section from Port Avenue to West Broadway
Street to include curb and gutter, storm water drains, and subsurface storm water
sewer system. Funding of $1,318,030 is needed for the City's share
(approximately 76%) of the project to cover engineering design, roadway
construction and utilities. The Port of Corpus Christi's funding commitment
(approximately 24%) is $408,094 million for a total project cost of $1,726,125.
2. Land Acquisitions of Clear Zones, Accident Prevention Zones and
Encroachments
The City of Corpus Christi, Nueces County and Naval Air Station Corpus Christi
(NASCC) completed a Joint Land Use Study (JLUS) in 2013. The JLUS included
recommendations for annexation and acquisition of land to ensure compatibility
with the flight training mission of NASCC. The City has identified several parcels of
land both inside and outside city limits it may wish to acquire within clear zones,
accident prevention zones and other encroachment sites in close proximity to
NASCC and its outlying airfields (Cabaniss, Waldron and the Corpus Christi
International Airport) to create buffer zones. Eliminating potential land use
incompatibilities will enhance readiness activities and ensure continuation of the
military mission at NASCC. The City would consider acquisition of fee simple title,
development easements, conservation easements, or other instruments that would
prohibit incompatibilities and protect the mission and purpose of NASCC. The City
estimates $1.7 million for these various strategies, but will only consider
transactions from a willing seller. No eminent domain authority will be used.
3. NASCC South Gate Truck Lane
As part of Force Protection Initiative, there is a need for a separate truck lane at
the South Gate of NASCC on NAS Drive. Funds are needed to plan, design,
engineer, relocate utilities, and construct the required serpentine lane inside and
outside the NASCC South Gate. NASCC will prepare planning document with
specifications. Through an MOA with the City, the City would solicit bids for and
oversee construction. The estimated budget for the new truck lane is $1.5 million.
4. NASCC Fence Line Replacement
As part of Force Protection Initiative, various segments of security fence line
around NASCC need to be replaced. The fences are old, have gaps, and do not
conform to current homeland security standards. Enhanced fencing will address
security needs and potential encroachments. The estimated budget for fence
replacement is approximately $500,000.
5. CCIA Taxiway Expansion & Safety Enhancements
Widen a taxiway at Corpus Christi International Airport (CCIA) from 50 feet to 75
feet and construct fillets to improve safe transit of US Coast Guard (USCG) assets
from CCIA taxiways to the USCG apron. Further enhances safety by moving all
Coast Guard planes from NASCC to CCIA. The estimated budget is approximately
$356,000. The private vendor constructing and leasing the new hangar for the
USGC is spending $344,755 to construct a 50 -foot wide by 200 -foot long section of
taxiway. The City's loan funds would expand the taxiway and mitigate 90 degree
turning movements on the apron.
The TPFA is scheduled to consider the City's refunding request on Thursday,
December 4, 2014, in Austin. The City is then required to submit a new loan application
to the TMPC, which is scheduled to consider the application for the military value
projects later in the day on Thursday, December 4, 2014.
ALTERNATIVES: n/a
OTHER CONSIDERATIONS: n/a
CONFORMITY TO CITY POLICY:
This item conforms to City policy.
EMERGENCY / NON -EMERGENCY: n/a
DEPARTMENTAL CLEARANCES:
Office of Intergovernmental Relations
Capital Projects
Bond Counsel
Legal Department
FINANCIAL IMPACT:
X Not Applicable ❑ Operating Expense
❑ Revenue
❑ CIP
FISCAL YEAR:
Project to Date Exp.
(CIP Only)
Current
Year
Future
Years
TOTALS
Budget
-
-
-
-
Encumbered/Expended
amount of (date)
-
-
-
-
This item
-
-
-
-
BALANCE
-
-
-
-
FUND(S):
COMMENTS: n/a
RECOMMENDATION:
Staff recommends approval of the resolution as presented.
LIST OF SUPPORTING DOCUMENTS:
Resolution
DRAFT 10/31/2014
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS CALLING FOR REDEMPTION PRIOR TO STATED
MATURITY CERTAIN OF ITS CURRENTLY OUTSTANDING
OBLIGATIONS DESIGNATED AS "CITY OF CORPUS CHRISTI,
TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2007" AND "CITY
OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND UTILITY
SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 2007";
DIRECTING THAT THE CITY SECRETARY, OR THE DESIGNEE
THEREOF, EFFECTUATE THE REDEMPTION OF THESE
OBLIGATIONS; AND OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the City Council (the City Council) of the City of Corpus Christi (the City)
by separate ordinances, each adopted on February 13, 2007 (the GO Ordinance and the CO
Ordinance, respectively, and together, the Ordinances), authorized the issuance of obligations
designated as "City of Corpus Christi, Texas Combination Tax and Utility System Revenue
Certificates of Obligation, Series 2007", dated March 1, 2007 in the original principal amount of
$6,985,000 (the 2007 Certificates), and "City of Corpus Christi, Texas General Improvement
Bonds, Series 2007", dated March 1, 2007 in the original principal amount of $3,830,000 (the
2007 Bonds and, together with the 2007 Certificates, the 2007 Obligations); and
WHEREAS, the 2007 Certificates are currently outstanding in the aggregate principal
amount of $5,415,000, being comprised of obligations stated to mature on September 1 in each
of the years 2015 through 2026, and the 2007 Bonds are currently outstanding in the aggregate
principal amount of $2,970,000, being comprised of bonds stated to mature on September 1 in
each of the years 2015 through 2026; and
WHEREAS, the Texas Military Preparedness Commission (the TMPC), by and through
financial assistance made available thereto by the Texas Public Finance Authority (the TPFA),
was the sole purchaser, and currently remains the sole holder, of the 2007 Obligations; and
WHEREAS, pursuant to the terms of the Ordinances, the 2007 Obligations are not
subject to redemption prior to stated maturity until September 1, 2016; and
WHEREAS, to accommodate a repurposing of unspent proceeds derived from the City's
original sale of each series of 2007 Obligations, the City has requested, and the TMPC (as the
sole holder of the 2007 Obligations) has agreed to, a redemption of certain of the 2007
Obligations prior to the redemption date specified in the Ordinances, provided that the City,
concurrently with such redemption, makes available to the TMPC for purchase thereby (the
TMPC to use such proceeds received as a result of the City's redemption of those 2007
Obligations) of the City's Tax Notes, Series 2014A (the 2014A Notes), so that the TMPC
maintains a source of payment to satisfy its continuing obligations owed to the TPFA in
connection with its receipt of financial assistance to accomplish the original purchase of the 2007
Obligations from the City; and
41052422.3
WHEREAS, it is in the best interest of the City and the residents of the City to redeem
certain Obligations as herein provided in order to terminate the payment obligations represented
thereby and thus repurpose City capital resources in a manner that aligns with capital projects
that fit within its current capital improvement plans; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI
THAT:
SECTION 1: Consent of Sole Holder of 2007 Obligations to Early Redemption.
Notwithstanding any provision of each of the Ordinances to the contrary, the TMPC, as the sole
holder of the 2007 Obligations, has waived the right to any notice and has consented to the
redemption of those 2007 Obligations identified in Schedule I hereto (together, the Redeemed
Obligations), in accordance with the provisions of the applicable Notice of Redemption.
Evidence of this waiver and consent is attached hereto as Exhibit A. As a result of the foregoing,
the Notice of Redemption applicable to each series of Redeemed Obligations, copies of which
are attached hereto as Exhibit B, constitute sufficient notice of the City's intent to redeem the
Redeemed Obligations on the date specified in the applicable Notice of Redemption.
Accordingly, these redemptions are hereby determined to be permissible and effective
notwithstanding any provisions of the Ordinances, as applicable to the particular series of
Redeemed Obligations, or the Redeemed Obligations themselves, to the contrary.
SECTION 2: Redemption of Redeemed Obligations. As provided in Section 1 hereof,
the Redeemed Obligations are subject to redemption prior to their stated maturities at the price of
par, plus accrued interest to the date of redemption, as provided in the Ordinances and as
confirmed by the aforementioned consent of the TMPC. The City shall give written notice to the
paying agent for the Redeemed Obligations that the Redeemed Obligations have been called for
redemption, and the City Council hereby orders that such obligations are called for redemption
on the redemption date set forth in Schedule I attached hereto, and such order to redeem the
Redeemed Obligations on such date shall be irrevocable upon the delivery of the 2014A Notes.
A copy of each Notice of Redemption pertaining to each series of Redeemed Obligations is
attached hereto as Exhibit B and is incorporated herein by reference for all purposes. As
provided in Section 1 hereto, the TMPC's consent and waiver attached hereto as Exhibit A
evidences the sufficiency of notice of redemption of the Redeemed Obligations delivered to the
TMPC by the City.
SECTION 3: Deposit to Interest and Sinking Funds. To accomplish the redemption of
the Redeemed Obligations, the City is hereby authorized to cause to be deposited to the
respective interest and sinking funds established by and maintained under and pursuant to the
applicable Ordinance relating to the particular series of Redeemed Obligations in an amount
sufficient to pay the redemption price (comprised of principal and accrued, but unpaid, interest to
their designated redemption date) of such Redeemed Obligations; provided, however, that such
redemptions shall be conditioned upon the TMPC's agreement to purchase from the City the
2014A Notes upon terms and conditions approved by the City Council. To accomplish the
redemption of the Redeemed Obligations, the City Council hereby appropriates and makes
available lawfully available funds of the City, to include unspent and uncommitted proceeds
derived from the sale of the 2007 Obligations, ad valorem tax proceeds levied and collected to
pay principal of and interest on the Redeemed Obligations, and other lawfully available funds.
41052422.3
-2-
SECTION 4: Evidence of Council Action. The Mayor and City Secretary, or either of
them, are authorized to evidence adoption of this Resolution and to do any and all things
necessary or convenient to effect the redemption described herein and otherwise give effect to
the intent and purpose hereof.
SECTION 5: Payment of Expenses. The City Council hereby approves payment from
lawfully available City funds of professional fees and expenses of the City's Bond Counsel, the
City's Financial Advisor, the paying agent for the Redeemed Obligations, the TMPC (and
consultants and advisors thereto), the TPFA (and consultants and advisors thereto), and any other
party whose services have been determined by the City to be necessary to accomplish the
purpose and intent hereof.
SECTION 6: Incorporation of Preamble. The recitals contained in the preamble hereof
are hereby found to be true, and such recitals are hereby made a part hereof for all purposes and
are adopted as a part of the judgment and findings of the City Council.
SECTION 7: Conflicts with Prior Actions. All ordinances and resolutions, or parts
thereof, which are in conflict or inconsistent with any provision hereof are hereby repealed to the
extent of such conflict, and the provisions hereof shall be and remain controlling as to the
matters resolved herein.
SECTION 8: 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 9: 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 10: Open 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 11: Effective Date. This Resolution shall be in force and effect from and after
its final passage, and it is so resolved.
41052422.3
-3-
PASSED AND ADOPTED by the City Council of the City of Corpus Christi, Texas, this
the 18th day of November, 2014.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
(CITY SEAL)
APPROVED THIS 18th DAY OF NOVEMBER, 2014:
Miles Risley, City Attorney
[The remainder of this page intentionally left blank.]
41052422.3 S-1
THE STATE OF TEXAS
COUNTY OF NUECES
I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the
above and foregoing is a true, full and correct copy of a Resolution passed by the City Council of
the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 18th day of
November, 2014, calling for redemption prior to stated maturity certain of its currently
outstanding obligations designated as "City of Corpus Christi, Texas General Improvement
Bonds, Series 2007" and "City of Corpus Christi, Texas Combination Tax and Utility System
Revenue Certificates of Obligation, Series 2007", which resolution 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 18th day of November,
2014.
(CITY SEAL)
41052422.3
City Secretary
S-2
The foregoing resolution was read for the first time and passed to its second reading on this the
11th day of November, 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
That the foregoing resolution was read for the second time and passed finally on this the 18th day
of November, 2014, by the following vote:
Nelda Martinez Chad Magill
Kelley Allen Colleen McIntyre
Rudy Garza Lillian Riojas
Priscilla Leal Mark Scott
David Loeb
PASSED AND APPROVED, this the 18th day of November, 2014.
ATTEST:
Rebecca Huerta Nelda Martinez
City Secretary Mayor
41052422.3
S-3
41052422.3
SCHEDULE I
REDEEMED OBLIGATIONS
Schedule -1
41052422.3
EXHIBIT A
WAIVER OF NOTICE AND CONSENT TO EARLY REDEMPTION
A-1
41052422.3
EXHIBIT B
NOTICES OF REDEMPTION
B-1