HomeMy WebLinkAbout031853 ORD - 08/27/2019 CERTIFICATE OF CITY SECRETAi'Y
THE STATE OF TEXAS §
COUNTIES OF NUECES, ARANSAS, §
KLEBERG AND SAN PATRICIO §
CITY OF CORPUS CHRISTI §
THE UNDERSIGNED HEREBY CERTIFIES that:
1. On the 27th day of August, 2019, the City Council (the Council) of the City of
Corpus Christi,Texas(the City)convened in regular session at its regular meeting place at the City
Hall(the Meeting),the duly constituted members of the Council being as follows:
Joe McComb Mayor
Everett Roy Councilmember, District 1
Ben Molina Councilmember, District 2
Roland Barrera Councilmember, District 3
Greg Smith Councilmember,District 4
Gil Hernandez Councilmember,District 5
Rudy Garza Jr. Councilmember,At Large
Paulette M. Guajardo Councilmember,At Large
Michael T. Hunter Councilmember,At Large
and all of such persons were present at the Meeting, except the following: Ben Molina ,thus
constituting a quorum. Among other business considered at the Meeting, the attached Ordinance
(the Ordinance) entitled:
ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS
CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS,
TAXABLE SERIES 2019B" IN AN AMOUNT NOT TO EXCEED $4,000,000;
MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF
BY A LEVY OF A CONTINUING DIRECT ANNUAL AD VALOREM TAX,
WITHIN THE LIMITATIONS PRESCRIBED BY LAW; PRESCRIBING THE
FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS
INCIDENT AND RELATED TO THE ISSUANCE, SALE,AND DELIVERY OF
THE BONDS; AUTHORIZING THE EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT, A PURCHASE CONTRACT, AND AN
ESCROW AGREEMENT; COMPLYING WITH THE LETTER OF
REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST
COMPANY; DELEGATING THE AUTHORITY TO CITY STAFF TO
EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE
BONDS;AND PROVIDING AN EFFECTIVE DATE
was introduced and submitted to the Council for passage and adoption. After presentation and due
consideration of the Ordinance, a motion was made by Councilmember Greg Smith that the
74907644.3
SCANNED
Ordinance be finally passed and adopted in accordance with the City's Home Rule Charter. The
motion was seconded by Councilmember Paulette M. Guajardo_ and carried by the following
vote:
8 voted"For" 0 voted"Against" 0 abstained
all as shown in the official Minutes of the Council for the Meeting.
2. The attached Ordinance is a true and correct copy of the original on file in the
official records of the City; the duly qualified and acting members of the Council of the City on
the date of the Meeting are those persons shown above, and, according to the records of my office,
each member of the Council was given actual notice of the time,place, and purpose of the Meeting
and had actual notice that the Ordinance would be considered; and the Meeting and deliberation
of the aforesaid public business was open to the public, and written notice of said meeting,
including the subject of the Ordinance, was posted and given in advance thereof in compliance
with the provisions of Chapter 551, as amended, Texas Government Code.
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74907644.3 2
IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the
City, this 27th day of August, 2019.
c&A__Ci y Secretary, City`of Corpus Christi, Texas
(SEAL)
74907644,3 S-
FINAL
ORDINANCE NO. 031853
i.INANCE AUT ORIZING THE ISSUANCE OF "CITY OF COI'PUS
C i'` [STI, TEXAS GENERAL IMPROVEMENT REFUN ING :;ONDS,
TAXABLE SE ' 'ES 2019 I"IN AN AMOUNT NOT TO EXCEE I $4,000,000;
MAKING PROVISIINS FOR THE PAYMENT AND SECURITY
THEREOF iY A LEVY OF A Cf•`NTINUING !UUIRECT ANNUAL AD
VALO!"EM TAX, WIT'IN THE LIMITATIONS P ESCRI:`;ED t:Y LAW;
PRESCRIING THE FORM, TERMS, CONDITIONS, AND RESOLVING
OT c: ER MATTERS INCIDENT AND RELATE Er T•, THE ISSUANCE,
SALE, AND DELIVERY OF T .`E :'ONDS; AUTHO E' E ZING THE
EXECUTION OF A PAYING AGENT/REGISTRAR AG!'EEMENT, A
PURCHASE CONTRACT, AN) AN ESCROW AGREEMENT;
COMPLYING WITH THE LETTER OF REP I'ESENTATIONS ON FILE
WITH THE DEPOSITORY TRUST COMPANY; DELEGATING T!IE
'AUT ORITY TO CITY STAFF TO EXECUTE CERTAIN DOCUMENTS
RELATING TO THE SALE OF THE BONDS; AND P"OVIDING AN
EFFECTIVE DATE
WHEREAS,the City Council(the City Council) of the City of Corpus Christi, Texas (the
City)has heretofore issued, sold, and delivered, and there are currently outstanding obligations in
the aggregate original principal amount of$3,815,000 being the obligations set forth on Schedule
I hereto which is incorporated by reference for all purposes to this ordinance (collectively, the
Refunded Obligations); and
WHEREAS,the City Council intends to issue an aggregate principal amount of$3,900,000
in general improvement refunding bonds the proceeds of which will be utilized to provide for the
(i)refunding of the Refunded Obligations and(ii) payment of the costs of issuance of the general
improvement refunding bonds; and
WHEREAS,pursuant to the provisions of Chapter 1207, as amended, Texas Government
Code (the Act), the City Council is authorized to issue 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,the Act permits that the deposit of the proceeds from the sale of the refunding
bonds be deposited directly with any designated escrow agent which is not the depository bank of
the City; and
WHEREAS,when firm banking arrangements have been made for the payment of principal
of and interest to the stated maturity or redemption dates of the Refunded Obligations, then the
Refunded Obligations shall no longer be regarded as outstanding except for the purpose of
receiving payment from the funds provided for such purpose and may not be included in or
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considered to be an indebtedness of the City for the purpose of a limitation on outstanding
indebtedness or taxation or for any other purpose; and
WHEREAS, Wells Fargo Bank, National Association, Minneapolis, Minnesota (as
successor in interest to Wells Fargo Bank, National Association, Austin, Texas) currently serves
as the paying agent for the Refunded Obligations (hereinafter defined); and
WHEREAS, JPMorgan Chase Bank, N.A., Houston, Texas (which is not the depository
bank of the City), is hereby appointed as the Paying Agent/Registrar(hereinafter defined) for the
general improvement refunding bonds; and
WHEREAS,The Bank of New York Mellon Trust Company,N.A., Dallas, Texas (which
is not the depository bank of the City), is hereby appointed as the Escrow Agent (hereinafter
defined) for the general improvement 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 refunding bonds herein authorized and issued to restructure the City's
debt service and associated tax rates in the coming years, and such refunding will result in a net
present value savings of$634,575.07 (16.633685%) and a gross savings of$656,828.76, taking
into account the City's cash contribution of$17,965.90; and
WHEREAS, the City Council hereby finds and determines, pursuant to the authority
provided by the Act,to delegate to the Pricing Officer(hereinafter defined)the authority to execute
an Approval Certificate, to approve the final terms of the refunding bonds issued hereunder; and
WHEREAS,the City Council hereby finds and determines that the issuance of the general
improvement refunding bonds for the purpose of refunding the Refunded Obligations is in the best
interests of the residents of the City, now,therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI
THAT:
SECTION 1. Authorization - Designation - Principal Amount - Purpose — Dated Date.
General improvement refunding bonds of the City, in one or more series, shall be and are hereby
authorized to be issued in the aggregate principal amount of THREE MILLION NINE HUNDRED
THOUSAND AND NO/100 DOLLARS ($3,900,000),to be designated and bear the title of"CITY
OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS,
TAXABLE SERIES 2019B" (the Bonds), for the purpose of providing funds for the (i) discharge
and final payment of the Refunded Obligations and (ii) payment of the costs of issuance of the
Bonds, all in conformity with the laws of the State of Texas, particularly the Act, an ordinance
adopted by the City Council on August 27, 2019, and the City's Home Rule Charter.
As authorized by the Act, the Pricing Officer is hereby authorized, appointed, and
designated as the officer of the City authorized to individually act on behalf of the City in selling
and delivering each series of Bonds authorized herein and carrying out the procedures specified in
this Ordinance, including the following:
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•
(1) Aggregate principal amount 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 the Bonds, including use of premium, discount, underwriters'
compensation, and costs of issuance;
(6) Underwriting syndicate for the Bonds, including the identification of the
senior and book running manager and co-managers, or private placement purchaser of the
Bonds; and
(7) Dated Date(hereinafter defined).
The Bonds issued under this Ordinance shall be issued within the following parameters:
(1) The total principal amount of the Bonds issued hereunder shall not exceed
$4,000,000;
(2) The maximum maturity for the Bonds issued hereunder shall be March 1,
2030;
(3) The true interest cost (as determined by federal arbitrage yield) applicable
to the Bonds issued hereunder shall not exceed a rate greater than 5.00%per annum; and
(4) The refunding of the Refunded Obligations shall result in a net present value
benefit to the City of not less than 3.00%, excluding the City contribution and costs of
issuance measured on a comparative basis to the prior debt service on the Refunded
Obligations.
The Pricing Officer, acting for and on behalf of the City, is authorized to execute the
Approval Certificate attached hereto as Schedule II. The execution of the Approval Certificate
relating to the Bonds issued hereunder shall evidence the sale date of the Bonds by the City to the
Purchasers (hereinafter defined) in accordance with the provisions of the Act and as set forth in
Schedule II. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete
this Ordinance to reflect such final terms of the Bonds.
SECTION 2. Fully Reaistered Obligations - Authorized Denominations - Stated
Maturities - Interest Rates —Dated Date. The Bonds arc issuable in fully registered form only,
without coupons;shall be dated September 15,2019(the Dated Date)and shall be issued generally
in denominations of$100,000 or any integral multiple of$5,000 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 March 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 (anticipated
to be on or about September 30,2019),or from the most recent Interest Payment Date(hereinafter
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defined)to which interest has been paid or duly provided for,to Stated Maturity, at the per annum
rates,while Outstanding(hereinafter defined), in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts (5) Rates(%o)
2021 120,000 2.560
2022 385,000 2.560
2023 390,000 2.560
2024 400,000 2.560
2025 410,000 2.560
2026 415,000 2.560
2027 430,000 2.560
2028 440,000 2.560
2029 450,000 2.560
2030 460,000 2.560
The Bonds shall bear interest on the unpaid principal amounts from the Closing Date or
from the most recent Interest Payment Date to which interest has been 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 Bonds shall
be payable on March 1 and September 1 in each year (each, an Interest Payment Date),
commencing March 1, 2020, while the Bonds are Outstanding.
SECTION 3. Payment of Bonds -Paying.Agent/Registrar..
The principal of and the interest on the Bonds, due and payable by reason of Stated
Maturity, or otherwise, shall be payable, without exchange or collection charges to the Holder
(hereinafter defined), appearing on the registration and transfer books maintained 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 Bonds shall be without exchange or
collection charges to the Holder of the Bonds.
The selection and appointment of JPMorgan Chase Bank, N.A., Houston, Texas to serve
as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby
approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at
the corporate trust office of the Paying Agent/Registrar books and records (the Security Register)
for the registration,payment, and transfer of the Bonds,all as provided herein,in accordance with
the terms and provisions of a Paying Agent/Registrar Agreement, attached hereto,in substantially
final form, as Exhibit A, 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
74859493.5 -4-
laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or
examination by federal or state authority and shall be authorized by law to serve as a Paying
Agent/Registrar.
The City reserves the right to appoint a successor Paying Agent/Registrar upon providing
the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating
such agency. Additionally, the City agrees to promptly cause a written notice of this substitution
to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which
notice shall also give the address of the corporate office of the successor Paying Agent/Registrar.
Principal of and interest on the Bonds, due and payable by reason of Stated Maturity, or
otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security
Register(the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar
as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of
interest on the Bonds, (ii) on the date of surrender of the Bonds for purposes of receiving payment
of principal thereof at the Bonds' Stated Maturity,and(iii)on any other date for any other purpose.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the
owner of a Bond for purposes of receiving payment and all other purposes whatsoever,and neither
the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the
contrary.
Principal on the Bonds shall be payable only upon presentation and surrender of the Bonds
to the Paying Agent/Registrar at its corporate trust office (provided, however, with respect to
principal payments prior to the final Stated Maturity, the Bonds 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 on the Bonds shall be paid to the Holder whose name
appears in the Security Register at the close of business on the fifteenth day of the month next
preceding an Interest Payment Date for the Bonds (the Record Date)and shall be paid(i)by check
sent on or prior to the appropriate date of payment by United States mail, first-class postage
prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security
Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in
writing by the Holder at the Holder's risk and expense.
If the date for the payment of the principal of or interest on the Bonds shall be a Saturday,
a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate
trust office of the Paying Agent/Registrar is located are authorized by law or executive order to
close, then the date for such payment shall be the next succeeding day which is not such a day.
The payment on such date shall have the same force and effect as if made on the original date any
such payment on the Bonds was due.
In the event of a non-payment of interest on a scheduled payment dale, and for thirty (30)
days thereafter, a new record date for such interest payment (a Special Record Date) will be
established by the Paying Agent/Registrar,if and when funds for the payment of such interest have
been received from the City. Notice of the Special Record Date and of the scheduled payment
date of the past due interest(the Special Payment Date - which shall be fifteen(15) days after the
Special Record Date) shall be sent at least five(5)business days prior to the Special Record Date
by United States mail, first-class postage prepaid, to the address of each Holder of a Bond
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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. The Bonds are not subject to redemption prior to Stated
Maturity.
SECTION 5. Execution-Registration. The Bonds shall be executed on behalf of the City
by its Mayor or Mayor Pro Tern under the seal of the City reproduced or impressed thereon and
attested by its City Secretary. The signature of any of said officers on the Bonds may be manual
or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the
time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that
such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds
to the Purchasers, all as authorized and provided in Chapter 1201, as amended,Texas Government
Code.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts
of the State of Texas or 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 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. A
Security Register relating to the registration, payment, transfer, or exchange of the Bonds shall at
all times be kept and maintained by the City at the corporate trust office of the Paying
Agent/Registrar, and the Paying Agent/Registrar shall obtain,record, and maintain in the Security
Register the name and address of each Holder of the Bonds issued under and pursuant to the
provisions of this Ordinance. 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 Paying Agent/Registrar shall register and deliver, in the name of the
designated transferee or transferees, one or more new Bonds executed on behalf of, and furnished
by,the City of authorized denominations and having the same Stated Maturity and of a like interest
rate and aggregate principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds may be exchanged for other Bonds of authorized
denominations and having the same Stated Maturity,bearing the same rate of interest and of like
aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds
to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds
are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall
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register and deliver new Bonds executed on behalf of, and furnished by, the City 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 17 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall
be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond.
SECTION 7. Initial Bond. The Bonds herein authorized shall be issued initially either(i)
as a fully registered Bond in the total principal amount of$3,900,000 with principal installments
to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully
registered Bond for each year of Stated Maturity in the applicable principal amount, interest rate,
and denomination and to be numbered consecutively from T-1 and upward(the Initial Bond)and,
in either case, the Initial Bond 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 and certified and registered by the Office of the Comptroller of Public
Accounts of the State of Texas. At any time after the delivery of the Initial Bond to the Purchasers,
the Paying Agent/Registrar,upon written instructions from the Purchasers, or the designee thereof,
shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of like
kind and denominations, Stated Maturities, principal amounts, and bearing applicable interest
rates, and shall be lettered"R"and numbered consecutively from One(1)upward, for transfer and
delivery to the Holders named and at the addresses identified therefor; all pursuant to and in
accordance with and pursuant to such written instructions from the Purchasers, or the designee
thereof, and such other information and documentation as the Paying Agent/Registrar may
reasonably require.
SECTION 8. Forms.
A. Forms Generally. The Bonds,the Registration Certificate of Comptroller of Public
Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the
form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth
in this Section with such appropriate insertions, omissions, substitutions, and other variations as
are permitted or required by this Ordinance and may have such letters,numbers, or other marks of
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identification(including insurance legends in the event the Bonds,or any Stated Maturities thereof,
are insured and identifying numbers and letters of the Committee on Uniform Securities
Identification Procedures of the American Bankers Association) and such legends and
endorsements (including insurance legends and any reproduction of an opinion of Bond Counsel
(hereinafter referenced)) 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, 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
submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise
reproduced.
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B. Form of Definitive Bond.
REGISTERED REGIS 1'ERED
NO. PRINCIPAL AMOUNT
United States of America
State of Texas
Counties of Nueces, Aransas, Kleberg, and San Patricio
CITY OF CORPUS CHRISTI, TEXAS
GENERAL IMPROVEMENT REFUNDING BOND,.
TAXABLE SERIES 2019
Dated Date: Interest Rate: Stated Maturity: CUSIP NO:
, 2019
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, acknowledges itself indebted to and hereby promises to pay to the
order of the Registered Owner named above (the Holder), or the registered assigns thereof, on
the Stated Maturity date specified above, the Principal Amount stated above and to pay interest
on the unpaid Principal Amount hereof (computed on the basis of a 360-day year of twelve
30-day months) 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 Stated Maturity,
while Outstanding, at the per annum rate specified above; such interest being payable on March
1 and September 1 in each year (each, an Interest Payment Date), commencing March 1, 2020.
Principal on this Bond shall be payable to the Holder, upon its presentation and surrender,
at the corporate trust office of the Paying Agent/Registrar executing the registration certificate
appearing hereon or its successor(provided, however, with respect to principal payments prior to
the final Stated Maturity, the Bonds 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 shall be payable to the Holder of this Bond (or one or more
Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on
the Security Register maintained by the Paying Agent/Registrar at the close of business on the
Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date.
All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or
currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by
check sent on or prior to the appropriate date of payment by United States mail, first-class
postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such
other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the
Holder's risk and expense.
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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 on August 27, 2019 (the Ordinance), for the purpose of providing funds for the (i)
discharge and final payment of the Refunded Obligations and (ii) payment of the costs of
issuance of the general improvement refunding bonds, under and in strict conformity with the
laws of the State of Texas, particularly Chapters 1207, as amended, Texas Government Code,
and the City's Home Rule Charter.
As specified in the Ordinance, the Bonds are not subject to redemption prior to the Stated
Maturity.
The Bonds of this series are payable from the proceeds of an annual ad valorem tax
levied within the limitations prescribed by law upon all taxable property within the City.
Reference is hereby made to the Ordinance, a copy of which is on file in the corporate
trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of this Bond; 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 its Stated Maturity thereof, and deemed to be no longer
•Outstanding thereunder; and for the other terms and provisions thereof. Capitalized terms used
herein have the same meanings assigned in the Ordinance.
As provided in the Ordinance and subject to certain limitations contained therein, this
Bond is transferable on the Security Register of the City, upon surrender of this Bond for transfer
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,
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
74859493.2 -10-
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 or in the issuance of this Bond in order
to render the same a legal, valid, and binding obligation of the City have been performed, exist,
and have been done, in regular and due time, form, and manner, as required by the laws of the
State of Texas and the Ordinance, and that the issuance of this Bond does not exceed any
constitutional or statutory limitation; and that due provision has been made for the payment of
the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In
case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Bond and the Ordinance shall be construed in accordance with and shall be governed by the
laws of the State of Texas.
[The remainder of this page intentionally left blank.]
74859493.2 -11-
IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its
official seal.
CITY OF CORPUS CHRISTI, TEXAS
( (...9"'"-1- -
Maydf
ATTEST:
City secretary
(CITY SEAL)
[The remainder of this page intentionally left blank]
74859493.2 -12-
C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Bond Only.
REGIS[RATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER OF §
PUBLIC ACCOUNTS §
§ REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
* NOTE TO PRINTER: Not to appear on printed Bonds
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds
Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued under the provisions of the within-mentioned Ordinance;
the Bond or Bonds of the above-entitled and designated series originally delivered having been
approved by the Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this date: , as Paying
Agent/Registrar
By:
Authorized Signature
*NOTE TO PRINTER: Print on Definitive Bonds.
74859493.2 -13-
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee):
(Social Security or other identifying number):
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration
thereof, with full power of substitution in the premises.
DATED:
NOTICE: The signature on this assignment must
correspond with the name of the registered owner as it
appears on the face of the within Bond in every particular.
Signature guaranteed:
F. Initial Bond. The Initial Bond 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:
(i) immediately under the name of the bond the headings "Interest Rate" and
"Stated Maturity" shall both be completed"as shown below";
(ii) the first two paragraphs shall read as follows:
The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation
located 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 (the Holder), or the registered assigns thereof, on the first day of
March in each of the years and in principal amounts and bearing interest at per annum rates in
accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts ($) Rates (%)
(Information to be inserted from schedule in Section 2 hereof).
and to pay interest on the unpaid principal installments hereof from the Closing Date (anticipated
to occur on or about , 2019), or from the most recent Interest Payment Date
(hereinafter defined) to which interest has been paid or duly provided for until the principal
74859493.2 -14-
amount has become due and payment thereof has been made or duly provided for, 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(each, an Interest Payment Date) commencing March 1, 2020.
Principal of this Bond shall be payable to the Holder hereof, upon presentation and
surrender, to Stated Maturity or prior redemption, 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 fifteenth day of the
month next preceding an Interest Payment Date. All payments of principal of and interest on this
Bond shall be in any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts. Interest shall be paid by the
Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United
States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the
Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested
by the Holder hereof at the Holder's risk and expense.
[END OF FORMS]
G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers,
the Definitive Bonds and the Initial Bond 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 Approval Certificate shall mean a written instrument from time to time
executed by an Authorized Official in accordance with Section 1 of this Ordinance.
B. The term Authorized Official shall mean the City Manager of the City, each
Assistant City Manager of the City, and the City's Director of Financial Services (which shall
include any person serving in any of the foregoing capacities on an interim or non-permanent
basis).
C. The term Bond Fund shall mean the special fund created and established by the
provisions of Section 10 of this Ordinance.
D. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI,
TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, TAXABLE SERIES 2019"
authorized by this Ordinance.
74859493.2 -15-
E. The term City shall mean City of Corpus Christi, located in the Counties of
Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the City Council of
the City.
F. The term Closing Date shall mean the date of physical delivery of the Initial Bond
in exchange for the payment in full by the Purchasers.
G. The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to any period, the aggregate of the
amounts to be paid or set aside by the City as of such date or in such period for the payment of
the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations;
assuming, in the case of obligations without a fixed numerical rate, that such obligations bear
interest at the maximum rate permitted by the terms thereof and further assuming-in the case of
obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the
principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the
mandatory redemption provisions applicable thereto.
H. The term Depository shall mean an official depository bank of the City.
I. The term Government Securities shall mean (i) direct noncallable obligations of
the United States, including obligations that are unconditionally guaranteed by, the United States
of America; (ii) noncallable obligations of an agency or instrumentality of the United States,
including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent; (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the
issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated
as to investment quality by a nationally recognized investment rating firm not less than AAA or
its equivalent, or(iv) any additional securities and obligations hereafter authorized by the laws of
the State of Texas as eligible for use to accomplish the discharge of obligations such as the
Bonds.
J. The term Holder or Holders shall mean the registered owner, whose name
appears in the Security Register, for any Bond.
K. The term Interest Payment Date shall mean the date interest is payable on the
Bonds, being March 1 and September 1 of each year, commencing March 1, 2020, while any of
the Bonds remain Outstanding.
L. The term Ordinance shall mean this ordinance adopted by the City Council of the
City on August 27, 2019.
M. The term Outstanding when used in this Ordinance with respect to Bonds shall
mean, as of the date of determination, all Bonds issued and delivered under this Ordinance,
except:
74859493.2 -16-
(1) those Bonds canceled by the Paying Agent/Registrar or delivered to the
Paying Agent/Registrar for cancellation;
(2) those Bonds for which payment has been duly provided by the City in
accordance with the provisions of Section 17 of this Ordinance; and
(3) those Bonds that have been mutilated, destroyed, lost, or stolen and
replacement Bonds have been registered and delivered in lieu thereof as provided in
Section 16 of this Ordinance.
N. The term Purchasers shall mean the initial purchasers of the Bonds named in
Section 17 of this Ordinance.
O. The term Stated Maturity shall mean the annual principal payments of the Bonds
payable on March 1 of each year as set forth in Section 2 of this Ordinance.
SECTION 10. Bond Fund; Investments. For the purpose of paying the interest on and to
provide a sinking fund for the payment, and retirement of the Bonds, there shall be and is hereby
created a special fund to be designated "GENERAL IMPROVEMENT REFUNDING BONDS,
TAXABLE SERIES 2019 INTEREST AND SINKING FUND" (the Bond Fund), which Bond
Fund shall be kept and maintained at the Depository, and money deposited in such Bond Fund
shall be used for no other purpose and shall be maintained as provided in Section 22. Authorized
Officials of the City are hereby authorized and directed to make withdrawals from the Bond
Fund sufficient to pay the principal of, premium, if any, and interest on the Bonds 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 Bond Fund an amount sufficient to pay the
amount of principal and/or interest stated to mature on the Bonds, such transfer of funds to the
Paying Agent/Registrar to be made in such manner as will cause immediately available funds to
be deposited with the Paying Agent/Registrar on or before the business day next preceding each
interest and principal payment date for the Bonds.
Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund
created and established pursuant to the provisions of this Ordinance may, at the option of the
City. be placed in time deposits, certificates of deposit, guaranteed investment contracts, or
similar contractual agreements, as permitted by the provisions of the Public Funds Investment
Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by
the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or
be invested, as authorized by any law, including investments held in book-entry form, in
securities including, but not limited to, direct obligations of the United States of America,
obligations guaranteed or insured by the United States of America, which, in the opinion of the
Attorney General of the United States, are backed by its full faith and credit or represent its
general obligations, or invested in indirect obligations of the United States of America,
including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such
governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for
Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Small
Business Administration, Federal National Mortgage Association, Federal Home Loan Mortgage
Corporation, or Federal Housing Administration; provided that all such deposits and investments
74859493.2 -17-
shall be made in such a manner that the money required to be expended from any fund will be
available at the proper time or times. All interest and income derived from deposits and
investments in such fund shall be credited to, and any losses debited to, such fund. All such
investments shall be sold promptly when necessary to prevent any default in connection with the
Bonds.
SECTION 11. Tax Levy—Deposits to Bond Fund— Surplus Bond Proceeds. To provide
for the payment of the Debt Service Requirements on the Bonds being (i) the interest on the
Bonds and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2%
(whichever amount shall be the greater), there shall be and there is hereby levied for the fiscal
year commencing October 1, 2020 and each succeeding year thereafter while the Bonds or any
interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by
law, on each one hundred dollars' valuation of taxable property in the City, adequate to pay such
Debt Service Requirements, full allowance being made for delinquencies and costs of collection;
said tax shall be assessed and collected each year and applied to the payment of the Debt Service
Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and
collected shall be paid into the Bond Fund and are thereafter pledged to the payment of the
Bonds. The City Council hereby declares its purpose and intent to provide and levy a tax legally
and fully sufficient to pay the Debt Service Requirements, it having been determined that the
existing and available taxing authority of the City for such purpose is adequate to permit a
legally sufficient tax in consideration of all other outstanding indebtedness and other obligations
of the City.
The City hereby covenants and agrees to cause to be deposited in the Bond Fund prior to
a principal and interest payment date for the Bonds, from the annual levy of an ad valorem tax or
from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each
installment of interest and principal of the Bonds as the same accrues or matures or comes due
by reason of Stated Maturity.
Accrued interest, if any, received from the Purchasers of the Bonds, along with any taxes
collected pertaining to the Refunded Obligations, after the Closing Date, shall be deposited to the
Bond Fund and ad valorem taxes levied and collected for the benefit of the Bonds shall be
deposited to the Bond Fund. 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 sum otherwise required to be deposited in
the Bond Fund from ad valorem taxes.
SECTION 12. 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 13. 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
74859493.2 -18-
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 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 14. 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
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 15. Cancellation. All Bonds surrendered for payment, transfer, exchange, or
replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and,
if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already
canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time
deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or
registered and delivered which the City may have acquired in any manner whatsoever, and all
Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled
Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City.
SECTION 16. 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.
74859493.2 -19-
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 and charges (including
attorney's fees and the fees and expenses of the Paying Agent/Registrar)connected therewith.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not
the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Ordinance equally and ratably with all other
Outstanding Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost, or stolen Bonds.
SECTION 17. Sale of Bonds — Purchase and Investment Letter Approval — Use of
Proceeds. The Bonds authorized by this Ordinance are hereby sold by the City to
(the Purchasers, and having all the rights, benefits, and obligations
of a Holder) in accordance with the provisions of a Purchase and Investment Letter dated
, 2019 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein
by reference as a part of this Ordinance for all purposes. The Initial Bond shall be registered in
the name of . The pricing and terms of the sale of the Bonds are hereby
found and determined to be the most advantageous reasonably obtainable by the City. Each
Authorized 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.
SECTION 18. Escrow Deposit Letter Approval and Execution; Proceeds of Sale;
Contribution by City. The Escrow Deposit Letter dated as of August 27, 2019 to be effective
upon the initial delivery of the Bonds to the Purchasers (the Escrow Agreement) between the
City and , , (the Escrow Agent), attached hereto as
Exhibit C and incorporated herein by reference as a part of this Ordinance 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 any
Authorized Official 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 Escrow Agreement herein approved.
74859493.2 -20-
Furthermore, any Authorized Official or any one or more of said officials, 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 referenced in the Escrow
Agreement and the initial 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
GENERAL OBLIGATION REFUNDING BOND, TAXABLE SERIES 2019 ESCROW
FUND" (the Escrow Fund), including the execution of the subscription forms for the purchase
and issuance of the "United States Treasury Securities - State and Local Government Series", if
any, for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the
Act, this Ordinance, and the Escrow Agreement.
Immediately following the delivery of the Bonds, the 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 and deposited with the
place of payment (of the Refunded Obligations) in an account in the name of the City and
applied for the purposes of providing for the payment of the costs and expenses incurred in
connection therewith or deposited in the Bond Fund for the Bonds, all in accordance with written
instructions from the Authorized Officials.
SECTION 19. Redemption of Refunded Obligations. The Refunded Obligations are
subject to redemption prior to their stated maturities at the price of par, premium, if any, and
accrued interest to the date of redemption. The Mayor shall give written notice to the paying
agent/registrar for the 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
date set forth on Schedule I attached to this Ordinance, and such order to redeem the Refunded
Obligations on such date shall be irrevocable upon the delivery of the Bonds. A copy of the
notice of redemption pertaining to the Refunded Obligations is attached to this Ordinance as
Exhibit D and are incorporated herein by reference for all purposes. The paying agent for the
Refunded Obligations is authorized and instructed to provide notice of this redemption to the
holders of the Refunded Obligations in the form and manner described in the ordinance
authorizing the issuance of the Refunded Obligations.
SECTION 20. Taxable Obligations. The Bonds are not "state or local bonds" within the
meaning of section 103(a) and (c) of the Internal Revenue Code of 1986, as amended; therefore,
the interest on the Bonds is not excludable from the gross income of the holders thereof for
federal income tax purposes.
SECTION 21. Control and Custody of Bonds. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas including the printing and supply of
definitive Bonds and shall take and have charge and control of the Initial Bond pending its
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 thereof to the Purchasers.
74859493.2 -21-
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 of the State
of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas and,
together with the City's Bond Counsel and the Paying Agent/Registrar, to make the necessary
arrangements for the delivery of the Initial Bond to the Purchasers and the initial exchange
thereof for definitive Bonds.
SECTION 22. Satisfaction of Obligation of City. If the City shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and
interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge
of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the
City to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
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; 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 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. In the event of a defeasance of the Bonds, the City shall deliver a
certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting
firm, or another qualified third party concerning the deposit of cash and/or Government
Securities to pay, when due, the principal of, redemption premium (if any), and interest due on
any defeased Bonds.
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
74859493.2 -22-
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 23. Printed Opinion. The Purchasers' obligation to accept delivery of the
Bonds is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, as
Bond Counsel, approving the Bonds as to their validity, said opinion to be dated and delivered as
of the date of initial delivery and payment for the Bonds. Printing of a true and correct
reproduction of said opinions on the reverse side of each of the Bonds, with the appropriate
certificate pertaining thereto executed by facsimile signature of the City Secretary of the City, is
hereby approved and authorized.
SECTION 24. CUSIP Numbers. CUSIP numbers may be printed or typed on the Bonds.
It is expressly provided, however, that the presence or absence of CUSIP numbers on the 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 Bonds.
SECTION 25. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 26. 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, be binding on the City and its successors and assigns, and shall not be
amended or repealed by the City so long as any Bond remains Outstanding except as permitted in
this Section. The City may, without the consent of or notice to any Holders, from time to time
and at any time, amend this Ordinance in any manner not detrimental to the interests of the
Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission
herein. In addition, the City may, with the written consent of Holders holding a majority in
aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or
rescind any of the provisions of this Ordinance; provided; however, that, without the consent of
all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend
the time or times of payment of the principal of, premium, if any, 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, premium, if any, 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 27. 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
74859493.2 -23-
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, the Paying
Agent/Registrar, Bond Counsel, the Purchasers, and the Holders.
SECTION 28. Inconsistent Provisions. All ordinances, orders, or 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 29. 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 30. 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 31. 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 32. Incorporation of Preamble Recitals. The recitals contained in the
preamble to this Ordinance 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 33. Authorization of Paying Agent/Registrar Agreement. The City Council of
the City hereby finds and determines that it is in the best interest of the City to authorize the
execution of a Paying Agent/Registrar Agreement pertaining to the payment, exchange,
registration, 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 herein by
reference as fully as if recopied in its entirety in this Ordinance.
SECTION 34. 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 35. 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.
74859493.2 -24-
SECTION 36. 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 37. Continuing Disclosure of Information.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
The Bonds are being sold pursuant to a private placement with the Purchasers, in
denominations of $100,000 or any integral multiple of $5,000 in excess thereof, to less than
thirty-five sophisticated investors, and therefore the Rule is not applicable to the offering of the
Bonds. Accordingly, no contract to provide continuing disclosure information after the issuance
of the Bonds has been made by the City with investors.
SECTION 38. Book-Entry Only System.
The Bonds may initially be registered so as to participate in a securities depository
system (the DTC System) with the Depository Trust Company, New York, New York, or any
successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be
issued (following cancellation of the Initial Bond described in Section 7) in the form of a
separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be
registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds
shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying
Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to
or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter
of Representations attached hereto as Exhibit E (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
74859493.2 -25-
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, the Depository, and DTC 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 39. City's Consent to Provide Information and Documentation to the Texas
MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership
corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the
Internal Revenue Code and which serves as a comprehensive financial information repository
regarding municipal debt issuers in Texas, requires provision of written documentation regarding
the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas
MAC and in compliance with applicable law, the City hereby consents to and authorizes any
Authorized Official, Bond Counsel to the City, and/or Financial Advisor to the City to provide to
the Texas MAC information and documentation requested by the Texas MAC relating to the
Bonds; provided, however, that no such information and documentation shall be provided prior
to the Closing Date. This consent and authorization relates only to information and
documentation that is a part of the public record concerning the issuance of the Bonds.
SECTION 40. Delegation Authorization Pursuant to HB 1295. Though such parties may
be identified, and the entry into a particular contract may be authorized herein, the City Council,
pursuant to the Act, and other applicable law, hereby delegates to any Authorized Official the
authority to independently select the counterparty to any agreement with any paying
agent/registrar, escrow agent, open market securities bidding agent, escrow fund winning bidder,
verification agent, ratingagency, securities depository, or any other contract that is determined
by the City Manager, the City's Financial Advisor, or the City's Bond Counsel to be necessary or
incidental to the issuance of the Bonds as long as each of such contracts has a value of less than
74859493.2 -26-
the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the
Ancillary Bond Contracts) and, as necessary, to execute the Ancillary Bond Contract on behalf
and as the act and deed of the City. The City Council has not participated in the selection of any
of the business entities which are counterparties to the Ancillary Bond Contracts.
SECTION 41. Accounting Reports. The City shall provide annually to the Purchasers, for
so long as they are the holders of the Bonds, within 270 days after the end of each fiscal year
ending in or after 2019, financial information and operating date with respect to the City;
provided that such financial statements so to be provided shall be (1) prepared in accordance
with the generally accepted accounting principles, or such other accounting principles as the City
may be required to employ from time to time pursuant to Texas law or regulations, and (2)
audited, if the City commissions an audit of such statements and the audit is completed within
the period during which they must be provided. If the audit of such financial statements is not
complete within such period, then the City shall provide (1) unaudited financial statements for
the applicable fiscal year within 270 days after the end of such year, and (2) audited financial
statements for the applicable fiscal year to the Purchasers when and if the audit report on such
statements become available.
SECTION 42. 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 Purchase Contract, the Paying Agent/Registrar Agreement,
and the Escrow Agreement. In addition, prior to the initial delivery of the Bonds, any
Authorized Official and Bond Counsel are hereby authorized and directed to approve any
technical changes or corrections to this Ordinance or to any of the instruments authorized and
approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or
properly or more completely document the transactions contemplated and approved by this
Ordinance, (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 43. Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall be effective immediately upon
adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary
concerning a multiple reading requirement for the adoption of ordinances.
[The remainder of this page intentionally left blank.)
74859493.2 -27-
PASSED, APPROVED AND ADOPTED on the 27th day of August, 2019.
CITY OF CORPUS CHRISTI, TEXAS
May.
ATTEST:
. �
City ' ecretary
{CITY SEAL)
APPROVED THIS 27th DAY OF AUGUST, 2019:
?Id
X .
Miles Risley, City Attorney
[The remainder of this page intentionally left blank.)
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 27th day of
August, 2019, authorizing the issuance of the City's General Improvement Refunding Bonds,
Taxable Series 2019, 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 27th day of August, 2019.
City Secretary
(CITY-SEAL)
S-2
The foregoing ordinance was read for the first time and passed to its second reading on this the
20th day of August, 2019, by the following vote:
Joe McComb ,i Rudy Garza
____4
Paulette Guajardo .' Michael T. Hunter
Everett Roy Ben Molina
Roland Barrera ___..et,_ Greg Smith
Gil Hernandez __It_
That the foregoing ordinance was read for the second time and passed finally on this the 27th day
of August, 2019,by the following vote:
Joe McComb Rudy Garza
Paulette Guajardo Michael T. Hunter tJ
Everett Roy Ben Molina 0 E>
Roland Barrera Greg Smith
Gil Hernandez
PASSED AND APPROVED,this the 27th day of August,2019.
ATTEST:
ic/Dt.e</e/e,- c./� / /
-1—(-(/ V WL �to-."4-1Rca Huerta Jo; cCom b
City Secretary N sr
031853
S-3
INDEX TO SCHEDULES AND EXHIBITS
Schedule I Refunded Obligations
Schedule II Approval Certificate
Exhibit A Paying Agent/Registrar Agreement
Exhibit B Purchase Contract
Exhibit C Escrow Agreement
Exhibit D Notice of Redemption
Exhibit E DTC Letter of Representations
74859493.2 1-1
SCHEDULE I
REFUNDED OBLIGATIONS
City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of
Obligation, Taxable Series 2010, dated July 1, 2010, in the original principal amount of
$5,500,000 and stated to mature on March 1 in each of the years 2020 through 2025 and March
1, 2030, in the aggregate principal amount of$3,815,000, to be redeemed on , 2019.
74859493.2 Schedule I-1
SCHEDULE II
APPROVAL CERTIFICATE
See Tab No.
74859493.2 Schedule II-1
l
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
See Tab No.
74859493.2 A-1
•
EXHIBIT B
PURCHASE CONTRACT
See Tab No.
74859493.2 B-1
L1 '
EXHIBIT C
ESCROW AGREEMENT
See Tab No.
74859493.2 C-1
EXHIBIT D
NOTICE OF REDEMPTION
See Tab No.
74859493.2 D-1
♦ JS h,
EXHIBIT E
DTC LETTER OF REPRESENTATIONS
See Tab No.
74859493.2 E-1