HomeMy WebLinkAbout033354 ORD - 05/14/2024 CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
COUNTIES OF NUECES,ARANSAS, §
KLEBERG AND SAN PATRICIO §
CITY OF CORPUS CHRISTI §
THE UNDERSIGNED HEREBY CERTIFIES that:
1. On the 14th day of May,2024,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:
Paulette Guajardo Mayor
Everett Roy Councilmember,District 1
Sylvia Campos Councilmember,District 2
Roland Barrera Councilmember,District 3
Dan Suckley Councilmember,District 4
Gil Hernandez Councilmember,District 5
Michael Hunter Councilmember,At Large
Jim Klein Councilmember,At Large
Mike Pusley Councilmember, At Large
and all of such persons were present at the Meeting, except the following: none ,
thus constituting a quorum. Among other business considered at the Meeting, the attached
ordinance (the Ordinance) entitled:
ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS AUTHORIZING THE ISSUANCE OF ITS UTILITY SYSTEM SENIOR
LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS IN ONE
OR MORE SERIES (AS DESIGNATED BY PURPOSE AND SERIES) FOR
WATER,WASTEWATER,AND STORMWATER UTILITY IMPROVEMENTS
IN AN AMOUNT NOT TO EXCEED $186,090,000 AND REFINANCINGS IN
AN AMOUNT NOT TO EXCEED $100,000,000, WITHIN SET PARAMETERS
AND ACCORDING TO THE PLAN OF FINANCE SET BY THE CITY'S
FINANCIAL ADVISORS;MAKING PROVISIONS FOR THE PAYMENT AND
SECURITY THEREOF BY A FIRST AND PRIOR 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 ONE OR MORE SERIES OF BONDS,
INCLUDING THE APPROVAL AND DISTRIBUTION OF ONE OR MORE
200918775.4
SCANNFfl
OFFICIAL STATEMENTS PERTAINING THERETO; AUTHORIZING THE
EXECUTION OF ONE OR MORE PAYING AGENT/REGISTRAR
AGREEMENTS, ONE OR MORE ESCROW AGREEMENTS, AND ONE OR
MORE PURCHASE CONTRACTS; COMPLYING WITH THE
REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS
PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY;
DELEGATING AUTHORITY TO THE CITY MANAGER,CHIEF FINANCIAL
OFFICER, AND DIRECTOR OF FINANCE AND PROCUREMENT TO
EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF EACH
SERIES OF 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 Roland Barrera that
the Ordinance be finally passed and adopted in accordance with the City's Home Rule Charter.
The motion was seconded by Councilmember Sylvia Campos and carried by the following
vote:
9 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.
200918775.4 2
IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the
City,this 14th day of May,2024.
City Secretary
City of Corpus Christi,Texas
(SEAT%)
•
Signature page to the Secretary Certificate
S-1
ORDINANCE NO. 033354
ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS AUTHORIZING THE ISSUANCE OF ITS UTILITY SYSTEM SENIOR
LIEN REVENUE IMPROVEMENT AND/OR REFUNDING BONDS IN ONE OR
MORE SERIES (AS DESIGNATED BY PURPOSE AND SERIES) FOR WATER,
WASTEWATER, AND STORMWATER UTILITY IMPROVEMENTS IN AN
AMOUNT NOT TO EXCEED $186,090,000 AND REFINANCINGS IN AN
AMOUNT NOT TO EXCEED $100,000,000, WITHIN SET PARAMETERS AND
ACCORDING TO THE PLAN OF FINANCE SET BY THE CITY'S FINANCIAL
ADVISORS; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY
THEREOF BY A FIRST AND PRIOR 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 ONE OR MORE 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 ESCROW AGREEMENTS, AND ONE OR MORE PURCHASE
CONTRACTS; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE
LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE
DEPOSITORY TRUST COMPANY;DELEGATING AUTHORITY TO THE CITY
MANAGER, CHIEF FINANCIAL OFFICER, AND DIRECTOR OF FINANCE
AND PROCUREMENT 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 Parity
Obligations) secured by a first and prior lien on and pledge of the Net Revenues (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 Parity
Obligations,the City reserved the right to issue revenue bonds on a parity with the Previously Issued Parity
Obligations(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 Previously Issued Parity Obligations (the Previously Issued Subordinate
Lien Obligations);and
WHEREAS,the City Council has determined for the purpose of improving the credit quality of its
Previously Issued Parity Obligations,which has become its primary lien for issuing System debt,that it will
no longer issue"Priority Bonds"which were previously secured by a first and prior lien on and pledge of
the Net Revenues of the System;and
139702350.5
WHEREAS, on the date hereof, no Priority Bonds remain outstanding and all System revenue
obligations previously subordinate and inferior to the Priority Bonds in priority of lien on and pledge of Net
Revenues have been elevated in kind and as hereinbefore stated, and all Previously Issued Parity
Obligations hereinbefore issued with a"Junior Lien" designation are secured by a first and prior lien on
and pledge of the Net Revenues and the Bonds(defined herein)and any Additional Senior Lien Obligations
(defined herein)shall be secured by a first and prior lien on and pledge of the Net Revenues on parity with
the Previously Issued Parity Obligations;and
WHEREAS,the City Council has determined that the Bonds and any additional bonds issued on
parity with the Previously Issued Parity Obligations bear the designation"Senior Lien"to evidence the first
and prior lien on and pledge of the Net Revenues is the primary lien for issuing System debt; and
WHEREAS, the City Council does not intend to issue System debt bearing the "Junior Lien"
designation while any Previously Issued Parity Obligations bearing the "Junior Lien" designation remain
Outstanding;and
WHEREAS,the City Council has determined that a new series of Senior Lien Obligations payable
from and equally and ratably secured solely by a first and prior lien and pledge of the Net Revenues of the
System on parity with the lien on and pledge of the Net Revenues securing the Previously Issued Parity
Obligations should be issued for the purpose of designing, planning, building, improving, extending,
enlarging,and repairing the System;and
WHEREAS, pursuant to the provisions of Chapter 1371, as amended, Texas Government Code
(Chapter 1371) and Chapter 1502, as amended, Texas Government Code (Chapter 1502), and the City's
Home Rule Charter,the City Council is authorized to issue revenue bonds; and
WHEREAS, there are currently outstanding obligations in the aggregate principal amount of at
least$88,675,000, 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 and refunding bonds and deposit
the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations or
directly with any place of payment for the Refunded Obligations,or other authorized depository, and such
deposit, when made in accordance with Chapter 1207, 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
and refunding bonds be deposited directly with any designated escrow agent for the Refunded Obligations,
or directly with any place of payment for the Refunded Obligations,or other authorized depository, that is
not the depository bank of the City;and
WHEREAS,The Bank of New York Mellon Trust Company,N.A.,Dallas,Texas currently serves
as the paying agent for the Refunded Obligations disclosed on Schedule I hereto; and
WHEREAS, BOKF, NA, Dallas, Texas, which is not a depository bank of the City, is appointed
and will serve as the Paying Agent/Registrar(hereinafter defined); and
WHEREAS, BOKF, NA, Dallas, Texas, which is not a depository bank of the City, is appointed
and will serve as the Escrow Agent(hereinafter defined)for the refunding bonds; and
139702350.5 -2-
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 value saving of approximately
$2,191,950.28 (2.472%), which is more than 1.5%, and a gross savings of $3,119,246.78 (taking into
account the City's contribution of$927,296.50)with respect to the Refunded Obligations; and
WHEREAS, the Governing Body hereby finds and determines that, pursuant to the authority
provided by Chapter 1371,the delegation to the Authorized Officials(defined herein)with the authority to
execute an "approval certificate" (a form of which is attached hereto as Schedule I) to approve the final
terms of a series of bonds issued hereunder is in the best interest of the City;and
WHEREAS,the revenue and 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(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 improvement
and refunding bonds of the City shall be and are hereby authorized to be issued in the aggregate principal
amount of TWO HUNDRED FIFTY MILLION FOUR HUNDRED FIFTEEN THOUSAND AND NO/100
DOLLARS ($250,415,000), to be designated and bear the title of CITY OF CORPUS CHRISTI, TEXAS
UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT AND REFUNDING BONDS,SERIES
2024(the Bonds),pursuant to this ordinance adopted by the City Council(the Ordinance)for the purpose
of (i) designing, planning, building, improving, extending, enlarging, and repairing the System, (ii)
discharging and making final payment of the Refunded Obligations, and(iii) 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 Senior Lien Pledged Revenues, which includes a first and prior lien on and pledge of Net
Revenues that is on parity with the lien thereon and pledge thereof securing the repayment of the Previously
Issued Parity Obligations and is 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,Chapter 1371,and Chapter 1502(collectively,the Act).
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 one or
more series of revenue improvement and/or refunding bonds authorized herein and carrying out the
procedures specified in this Ordinance, including approval of the following terms and provisions for each
series of revenue improvement and/or refunding bonds:
A. whether such series of bonds shall be issued as revenue improvement, refunding, or
revenue improvement and refunding bonds,and if refunding or revenue improvement and refunding bonds,
the identification and selection from the Refunding Candidates (defined herein)of those City obligations
to be included as the Refunded Obligations refunded with the proceeds of such series of bonds;
B. the style of each series of bonds,which style indicates(with respect to each series of bonds)
the use of proceeds thereof, calendar year of issuance, and (if necessary or desired) a letter or other
139702350.5 -3-
sequential identification indicating that multiple series of bonds of the same or similar type have been or
will be issued hereunder during a particular calendar year;
C. the aggregate principal amount of each series of bonds, as well as the principal amount of
each stated maturity within a series of bonds;
D. the rate of interest to be borne on the principal amount of each stated maturity within a
series of bonds and the interest payment dates for such series of bonds;
E. the Dated Date for each series of bonds;
F. whether such series of bonds is sold pursuant to a competitive or negotiated sale based
upon the advice of the City's financial advisor;
G. the optional,extraordinary optional,and mandatory redemption provisions applicable,if at
all,to each series of bonds;
H. whether or not to issue such series of bonds on a taxable or tax-exempt basis and, if on a
tax-exempt basis,subject to market conditions at the time of pricing and sale of such series of bonds;
I. the pricing of each series of bonds, including use of premium, discount, underwriters'
compensation,and costs of issuance;
J. the selection of the bond insurer and/or debt service reserve fund surety provider, if any,
with respect to the Bonds. If the Pricing Officer chooses to purchase a debt service reserve surety policy or
similar credit facility relating to the Bonds, then the Pricing Officer shall be permitted to execute an
insurance or similar reimbursement agreement in substantially the form attached hereto as Exhibit H(which
form is hereby approved)in connection with such purchase;
K. approval,replacement,or confirmation,as applicable,of the underwriting syndicate of the
applicable series of bonds,to consist of one(1)or more financial institutions included in the City's approved
underwriters pool, and the establishment or confirmation, as applicable, of the respective roles of the
members of such syndicate,which approval, replacement,and establishment(if any) shall supersede prior
action or actions of the City Council concerning the same.
The Bonds shall be issued within the following parameters:
A. the principal amount of the Bonds issued hereunder shall not exceed$286,090,000, being
the sum of"new money"Bonds in the principal amount not to exceed$186,090,000,and"refunding"Bonds
(determined as the amount of principal of such Bonds allocated to the refunding of the Refunded
Obligations) in the principal amount not to exceed$100,000,000;
1 3 97023 50.5 -4-
B. the maximum maturity of any series of Bonds shall not occur later than July 15, 2054;
C. the refunding of the Refunded Obligations by the Bonds shall produce net present value
savings, determined on a comparative basis to the prior debt service on Refunded Obligations then being
refunded by the Bonds,of at least 1.50%,taking into account any City contribution; and
D. the true interest cost on each series of Bonds shall not exceed a rate greater than 5.50%per
annum;
E. the final series of Bonds hereunder issued shall be sold on or before May 14,2025(though
the initial delivery of a particular series of Bonds may occur within a reasonable period of time occurring
thereafter,as determined by the Pricing Officer).
The Pricing Officer, acting for and on behalf of the City, is authorized, with respect to a series of
bonds, to complete and execute an Approval Certificate, in substantially the form attached hereto as
Schedule II. The execution of the Approval Certificate shall evidence the sale date of each series of Bonds
by the City to the initial purchasers thereof in accordance with the provisions of Chapter 1207 and Chapter
1371 and as set forth in Schedule II. Upon execution of an Approval Certificate,Bond Counsel is authorized
to complete a copy of this Ordinance as evidence of the issuance of a series of Bonds pursuant to the
delegated authority granted hereunder and to reflect such final terms for such series of Bonds, which
includes(A)completion of the preamble to this Ordinance, included deletion of those recitals that are not
applicable to the particular series of Bonds then being issued, (B) selection of the appropriate terms to
reflect the final transaction structure and terms of sale evidenced in an applicable Approval Certificate,(C)
if applicable,completion of Schedule I with those Refunding Candidates selected as Refunded Obligations
to be refunded with the proceeds a particular series of Bonds issued as refunding bonds or refunding and
revenue improvement bonds, and (D) such other necessary technical modifications to this Ordinance
(including the renumbering of sections hereof) to accommodate all other terms and provisions of this
Section 1. In addition to the foregoing,the Pricing Officer is authorized to execute, as the act and deed of
the City and on behalf of the City Council, any and all contracts, agreements, letters, and certificates,
relative to any series of Bonds that may be required by this Ordinance, as supplemented in the manner
described above, or determined to be necessary or advisable in connection with an issuance of Bonds
hereunder. It is further provided, however,that notwithstanding the foregoing provisions,the Bonds shall
not be delivered unless prior to delivery,the Bonds have been rated by a nationally recognized rating agency
for municipal securities in one (1) of the four (4) highest rating categories for long term obligations, as
required by Chapter 1371.
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 June 18,
2024(the Dated Date);shall be in denominations of$5,000 or any integral multiple thereof,shall be lettered
"R-" and numbered consecutively from One (1) upward; and principal shall become due and payable on
July 15 in each of the years and in principal amounts(the Stated Maturities)and bear interest on the unpaid
principal amounts from the Closing Date(anticipated to occur on June 18,2024),or the most recent Interest
Payment Date (hereinafter defined)to which interest has been paid or duly provided for, to the earlier of
redemption or Stated Maturity,at the rates per annum in accordance with the following schedule:
Stated Maturities
(July 15) Principal Amounts($) Interest Rates(%I
2025 2,655,000 5.000
2026 2,060,000 5.000
2027 7,355,000 5.000
2028 5,480,000 5.000
139702350.5 -5-
Stated Maturities
(July 15) Principal Amounts($) Interest Rates(%)
2029 7,390,000 5.000
2030 10,870,000 5.000
2031 7,870,000 5.000
2032 8,130,000 5.000
2033 12,505,000 5.000
2034 14,160,000 5.000
2035 14,825,000 5.000
2036 15,315,000 5.000
2037 5,070,000 5.000
2038 5,320,000 5.000
2039 5,590,000 5.000
2040 5,865,000 5.000
2041 6,160,000 5.000
2042 6,470,000 5.000
2043 6,790,000 5.000
2044 7,130,000 5.000
2049 41,380,000 5.000
*** *** ***
2054 52,025,000 4.250
The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown
above, computed on the basis of a 360-day year of twelve 30-day months, and interest thereon shall be
payable semiannually on January 15 and July 15 of each year(each,an Interest Payment Date),commencing
January 15,2025,while the Bonds are Outstanding.
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(hereinafter defined)of
the Bonds.
The selection and appointment of BOKF, NA, Dallas, Texas, to serve as the initial Paying
Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the
City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying
Agent/Registrar books and records(the Security Register)for the registration,payment,and transfer of the
Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar
Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and
regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and
provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying
Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation
organized and doing business under the laws of the United States of America or of any state, authorized
under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or
examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar.
The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the
previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency.
Additionally,the City agrees to promptly cause a written notice of this substitution to be sent to each Holder
139702350.5 -6-
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. The Bonds stated to mature on July 15, 2049 and July 15, 2054
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 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:
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 fifty(50)days prior to the mandatory redemption date
(i)shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for
cancellation, (ii)shall have been purchased and canceled by the Paying Agent/Registrar at the request of
139702350.5 -7-
the City with money in the Bond Fund,or(iii)shall have been redeemed pursuant to the optional redemption
provisions set forth below and not theretofore credited against a mandatory redemption requirement.
Term Bonds Term Bonds
Stated to Mature on Stated to Mature on
July 15,2049 July 15,2054
Principal Principal
Year Amount($) Year Amount($)
2045 7,490,000 2050 9,555,000
2046 7,865,000 2051 9,965,000
2047 8,255,000 2052 10,385,000
2048 8,670,000 2053 10,830,000
2049* 9,100,000 2054* 11,290,000
*Payable at Stated Maturity.
B. Optional Redemption. The Bonds having Stated Maturities on and after July 15,2035 shall
be subject to redemption prior to Stated Maturity, at the option of the City, on July 15, 2034, 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,or of
the requirement, as applicable, 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 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. 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).
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
1 3 9 7023 50.5 -8-
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.
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, or designee. 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 Holder of a 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 for the Initial Bond only,or a certificate of
registration substantially in the form provided in Section 8D for Bonds other than the Initial Bond,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.
139702350.5 -9-
At the option of the Holder, Bonds may be exchanged for other Bonds 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.
SECTION 7. Initial Bond. The Bonds herein authorized shall be issued initially either(i)as a
single fully-registered Bond in the total principal amount of$250,415,000 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 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 initial 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
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, the Paying Agent/Registrar shall cancel the Initial Bond
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 Bond
Counsel (hereinafter referenced)) thereon as may, consistent herewith, be established by the City or
139702350.5 -10-
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 submitted to the Attorney General of
Texas may be typewritten or photocopied or otherwise reproduced.
/The remainder of this page intentionally left blank.]
139702350.5 -I I-
B. Form of Definitive Bond.
REGISTERED
REGISTERED PRINCIPAL AMOUNT
NO. $
United States of America
State of Texas
Counties of Nueces,Aransas,Kleberg,and San Patricio
CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM
SENIOR LIEN REVENUE IMPROVEMENT AND REFUNDING BONDS,
SERIES 2024
Dated Date: Interest Rate: Stated Maturity: CUSIP NO:
June 18,2024
REGISTERED OWNER:
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 Closing Date (anticipated to occur on June 18, 2024) 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 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(each, an Interest
Payment Date),commencing January 15,2025.
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,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
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
$250,415,000 (the Bonds) pursuant to an ordinance adopted by the governing body of the City (the
Ordinance), for the purpose of (i) designing, planning, building, improving, extending, enlarging, and
repairing the System, (ii) discharging and making final payment of the Refunded Obligations, and (iii)
paying the costs of issuance related thereto,all in conformity with the laws of the State of Texas,particularly
the City's Home Rule Charter and the Act,and the Ordinance. The Bonds shall be payable from and equally
and ratably secured solely by a lien on and pledge of the Senior Lien Pledged Revenues,which includes a
I39702350.5 -12-
first and prior lien on and pledge of Net Revenues that is on parity with the lien thereon and pledge thereof
securing the repayment of the Previously Issued Parity Obligations and that is senior and superior to the
lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior
Lien Obligations.
The Bonds stated to mature on July 15,2049 and July 15,2054 are referred to herein as the"Term
Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities
from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part,by
lot or other customary method, at the principal amount thereof plus accrued interest to the date of
redemption in the following principal amounts on July 15 in each of the years as set forth below:
Term Bonds Term Bonds
Stated to Mature on Stated to Mature on
July 15,2049 ' July 15,2054
Principal Principal
Year Amount($) Year Amount($)
2045 7,490,000 2050 9,555,000
2046 7,865,000 2051 9,965,000
2047 8,255,000 2052 10,385,000
2048 8,670,000 2053 10,830,000
2049* 9,100,000 2054* 11,290,000
*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 fifty(50)days prior to the mandatory redemption date
(i)shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for
cancellation, (ii)shall have been purchased and canceled by the Paying Agent/Registrar at the request of
the City with money in the Bond Fund,or(iii)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, 2035 may be redeemed prior to their Stated
Maturities, at the option of the City, on July 15, 2034 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
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
139702350.5 -13-
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 Senior Lien Obligations,
payable from and equally and ratably secured by a lien on and pledge of the Senior Lien Pledged Revenues,
being(primarily)a first and prior lien on and pledge of the Net Revenues derived from the operation of the
City's combined utility systems(as further described in the Ordinance, the System),that is on parity with
the lien thereon and pledge thereof securing the repayment of the Previously Issued Parity Obligations and
that is 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 Senior Lien Obligations, Additional Subordinate Lien Obligations, and 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 Senior 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 Senior Lien Pledged Revenues
pledged for the payment of the Bonds;the terms and conditions under which the City may issue Additional
Senior Lien Obligations,Additional Subordinate Lien Obligations,and 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
139702350.5 -14-
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 Senior 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.
[The remainder of this page intentionally left blank]
139702350.5 -15-
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)
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1 3 9 7023 50.5 -16-
C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial
Bond Only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER OF §§
PUBLIC ACCOUNTS §§
REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by
the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of
the State of Texas.
WITNESS my signature and seal of office this .
Comptroller of Public Accounts
of the State of Texas
(SEAL)
*Note to Printer:Not to appear on printed Bonds
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only.
CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued under the provisions of the within-mentioned Ordinance;the Bond
or Bonds of the above-entitled and designated series originally delivered having been approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts,as shown by
the records of the Paying Agent/Registrar.
Registered this date: BOKF,NA,DALLAS, TEXAS,as Paying
Agent/Registrar
By:
Authorized Signature
* Note to Printer: to appear on printed Bonds
E. Form of Assignment.
ASSIGNMENT
139702350.5 -l 7-
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:
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139702350.5 -18-
F. Form of 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:
(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:
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 Closing Date(anticipated to occur on June 18,2024),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 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(each,an Interest Payment Date),commencing January 15,2025.
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 BOKF, NA, Dallas, Texas (the Paying
Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security
Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is
the 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
[END OF FORMS]
G. Insurance Legend. If bond insurance is obtained by the Purchasers or the City for the
Bonds,the definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the bond
insurer,to appear under the following header:
[BOND INSURANCE]
SECTION 9. Definitions. For all purposes of this Ordinance, 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;
139702350.5 -19-
(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 Senior 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 Senior Lien Pledged Revenues,such pledge to include a pledge
of Net Revenues that is senior and superior to the lien thereon and pledge thereof that is or will be pledged
to the payment of any Subordinate Lien Obligations and any 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 Senior Lien Pledged
Revenues (including the Previously Issued Parity Obligations), as determined by the City Council in
accordance with applicable law.
C. 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 being subordinate and
inferior to the lien on and pledge of the Net Revenues that is included in Senior 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.
D. The term Approval Certificate shall mean a written instrument from time to time executed
by the Authorized Official in accordance with Section 1 of this Ordinance.
E. The term Authorized Official shall mean the City Manager, each Assistant City Manager,
Chief Financial Officer,Director of Finance and Procurement,City Secretary,and City Attorney of the City
(which shall include any person serving in the foregoing capacity on an interim or non-permanent basis).
F. 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 Senior Lien Obligations irrevocably
1397023505 -20-
designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly
scheduled debt service of the series of Senior Lien Obligations to which it relates.
G. The term Bonds shall mean the $250,415,000 "CITY OF CORPUS CHRISTI, TEXAS
UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT AND REFUNDING BONDS,SERIES
2024",dated June 18,2024,authorized by this Ordinance.
H. The term Bond Fund shall mean the special Fund or account created and established by the
provisions of Section 13 of this Ordinance.
I. 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.
J. The term Capital Improvements shall mean any capital extensions, improvements and
betterments to the System other than Capital Additions.
K. The term City shall mean the City of Corpus Christi, Texas and, where appropriate, the
City Council of the City.
L. 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.
M. 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,as amended, Texas Government Code, and which includes any Credit Facility.
N. 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.
O. 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.
P. The term Debt shall mean
(1) all indebtedness payable from Net Revenues and/or Senior Lien Pledged Revenues
incurred or assumed by the City for borrowed money (including indebtedness payable from Net
Revenues and/or Senior Lien Pledged Revenues arising under Credit Agreements) and all other
financing obligations of the System payable from Net Revenues and/or Senior 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 Senior Lien Pledged Revenues and/or Net
Revenues (except indebtedness not treated as Debt hereunder) for borrowed money or for the
acquisition,construction,or improvement of property or capitalized lease obligations pertaining to
139702350.5 -21-
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(i)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 (ii) 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.
Q. 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.
R. The term Depository shall mean an official depository bank of the City.
S. 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.
T. 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
139702350.5 -22-
by the City,presently being that period commencing on October 1 of each year and ending on the following
September 30.
U. 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, or(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. When the Previously Issued Parity Obligations issued on or before August 25, 2016, are no
longer Outstanding, the term Government Securities, as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by, the United
States of America; (ii) noncallable obligations of an agency or instrumentality of the United States,
including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and
that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the
issuance of refunding bonds,are rated as to investment quality by a nationally recognized investment rating
firm not less than AAA or its equivalent; (iii)noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the date the
governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding
bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent;or(iv)any additional securities and obligations hereafter authorized by the laws s of
the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds.
V. 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.
W. The term Holder or Holders shall mean the registered owner, whose name appears in the
Security Register,for any Bond.
X. The term 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 included in Senior 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 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.
Y. 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 January 15, 2025,while any of the Bonds
remain Outstanding.
Z. The term Net Revenues shall mean all Gross Revenues less Operating Expenses.
AA. 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
139702350.5 -23-
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
Senior 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 a change in law(and receipt
of an opinion as to legality from a firm of nationally recognized bond counsel), 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.
BB. The term Ordinance shall mean this Ordinance adopted by the City Council on May 14,
2024 authorizing the issuance of the Bonds.
CC. 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 Senior 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 Senior 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 Senior 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.
DD. The term Paying Agent/Registrar shall mean the financial institution specified in Section
3 of this Ordinance,or its herein-permitted successors and assigns.
EE. The term Previously Issued Parity 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 Senior Lien Pledged Revenues which includes a first and prior lien on and
pledge of Net Revenues of the System that is 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) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding
Bonds, Series 2015", dated July 1,2015,in the original principal amount of$46,990,000;
(5) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, Series 2015A",dated March 1,2015,in the original principal amount of$93,600,000;
139702350.5 -24-
(6) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, Series 2015C",dated July 1,2015, in the original principal amount of$101,385,000;
(7) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding
Bonds, Series 2016",dated August 1,2016,in the original principal amount of$80,415,000;
(8) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding
Bonds, Series 2017",dated March 15,2017, in the original principal amount of$51,215,000;
(9) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, Series 2017",dated October 1,2017, in the original principal amount of$2,750,000;
(10) "City of Corpus Christi, Texas Utility System Junior Lien Revenue and
Improvement Refunding Bonds, Series 2019",dated September 15,2019, in the original principal
amount of$93,425,000;
(11) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
and Refunding Bonds, Series 2020A", dated July 15, 2020, in the original principal amount of
$133,765,000;
(12) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding
Bonds, Taxable Series 2020B", dated July 15, 2020, in the original principal amount of
$183,635,000;
(13) "City of Corpus Christi,Texas Utility System Junior Lien Revenue Improvement
Bonds, New Series 2020C", dated November 1, 2020, in the original principal amount of
$11,425,000;
(14) "City of Corpus Christi,Texas Utility System Junior Lien Revenue Notes,Taxable
New Series 2021A",dated April 1,2021,in the original principal amount of$35,000,000;
(15) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, Series 2022A",dated June 15,2022, in the original principal amount of$3,561,000;
(16) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, Series 2022B",dated July 15,2022, in the original principal amount of$92,465,000;
(17) "City of Corpus Christi,Texas Utility System Senior Lien Revenue Improvement
and Refunding Bonds, Series 2023", dated July 20, 2023, in the original principal amount of
$138,320,000;and
(18) Upon issuance,the Bonds.
139702350.5 -25-
FF. The term Previously Issued Subordinate Lien Obligations shall mean the"City of Corpus
Christi, Texas Utility System Subordinate Lien Revenue Refunding Bonds, Series 2018", dated February
15,2018, in the original principal amount of$34,835,000.
GG. The term Pricing Officer shall mean either of the City Manager, the Chief Financial
Officer,or Director of Finance and Procurement,respectively, of the City(which shall include any person
serving in the foregoing capacity on an interim or non-permanent basis).
HH. 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 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.
II. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in
Section 28 of this Ordinance.
JJ. The term Refunding Candidates shall mean the following obligations of the City from
which certain of the Refunded Obligations are selected by the Pricing Officer:
(1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding
Bonds, Taxable Series 2020B", dated July 15, 2020, in the original principal amount of
$183,635,000,and stated to mature on July 15 in each of the years 2025 through 2035,and July 15,
2040(partial), in the aggregate principal amount of$88,675,000,to be defeased to their respective
maturity dates.
K.K. The term Required Reserve Amount shall have the meaning given such term in Section 14
of this Ordinance.
LL. The term Reserve Fund shall have the meaning given such term in Section 14 of this
Ordinance.
MM. The term Reserve Fund Deposits shall have the meaning given such term in Section 14 of
this Ordinance.
NN. The term Senior Lien Obligations shall mean(i)the Previously Issued Parity Obligations,
(ii) any Additional Senior 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 Senior
Lien Pledged Revenues,which includes a first and prior lien on and pledge of Net Revenues that is 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.
00. The term Senior Lien Pledged Revenues shall mean (i) the Net Revenues plus (ii) any
additional revenues, income, receipts, or other resources including, without limitation, any grants,
139702350.5 -26-
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 Senior Lien Obligations, and
excluding those revenues excluded from Gross Revenues.
PP. 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 (hereinafter
defined)being a financing transaction other than the issuance of bonds payable from ad valorem taxes,Net
Revenues, or Senior Lien Pledged Revenues, and for which all maintenance and operation expenses are
payable from sources other than ad valorem taxes, Net Revenues, or Senior 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.
QQ. 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.
RR. 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 that is included in Senior Lien Pledged
Revenues 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.
SS. The term System shall mean and include, whether now existing or hereinafter added, 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 Senior 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.
TT. The term System Fund shall have the meaning given such term in Section 12 of this
Ordinance.
SECTION 10. Pledge of Senior Lien Pledged Revenues.
A. The City hereby covenants and agrees that the Senior Lien Pledged Revenues of the System
are hereby irrevocably pledged to the payment and security of the Senior Lien Obligations, including the
139702350.5 -27-
establishment and maintenance of the special funds or accounts created for the payment and security
thereof, all as hereinafter provided; and it is hereby ordained that the Senior Lien Obligations, and the
interest thereon,shall constitute a lien on and pledge of the Senior 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
Senior Lien Pledged Revenues for the payment and security of the Senior Lien Obligations, shall be,prior
in right and claim as to any other indebtedness,liability,or obligation of the City or the System. The Senior
Lien Obligations are and will be secured by and payable only from the Senior 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 Senior 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
Senior Lien Obligations are Outstanding and unpaid such that the pledge of the Senior 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 Senior 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 Senior 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, equal to at
least 1.15 times Average Annual Debt Service Requirements on the then-Outstanding Senior 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 Senior Lien Obligations, and any other obligations or
evidences of indebtedness issued or incurred that are payable from and secured solely by a first and prior
lien on and pledge of the Net Revenues, including the Senior Lien Pledged Revenues, that is senior and
superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations
and the Inferior Lien Obligations;
C. 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;
D. 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
1 3 9 7023 50.5 -28-
Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the repayment of
the Senior Lien Obligations,and the Subordinate Lien Obligations;and
E. 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 Parity
Obligations,the Bonds,and any Additional Senior Lien Obligations 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 Previously Issued Subordinate
Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City.
D. Fourth: 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 any 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.
SECTION 13. Bond Fund-Excess Funds. For purposes of providing funds to pay the principal
of and interest on the currently Outstanding Senior 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 Senior Lien Revenue Improvement and
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 Senior Lien Obligations then
falling due and payable, such deposits to pay maturing principal and accrued interest on the currently
Outstanding Senior 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 Senior Lien Pledged Revenues
in any month are insufficient to make the required payments into the Bond Fund, then the amount of any
139702350.5 -29-
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 Senior 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 Senior Lien Obligations(principal and interest)or(ii)the Senior
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 Senior 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 Senior 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 Senior Lien Revenue Improvement and 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 nationally
recognized 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 Senior
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 Senior 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
$57,575,660.57 (inclusive of the Bonds). Of this amount, $8,814,347.81 representing the increase in the
Required Reserve Amount attributable to the issuance of 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,
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made on or before the 10t 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 Senior 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 Senior Lien Obligations or, at the option of the City, by the deposit of monthly installments,
made on or before the business day before the 10t1 day of each month following the month of delivery of
the then proposed Additional Senior 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 Senior 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 Senior 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 Senior 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 10t 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 Senior 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 and any other ordinance pertaining to the
issuance of Additional Senior 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, as amended, Texas Government Code),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 Senior 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 Senior 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
139702350.5 -31-
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 Senior 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 Senior Lien Pledged Revenues.
A. If on any occasion there shall not be sufficient Senior 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 Senior 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 Senior Lien Obligations, the Subordinate Lien
Obligations and any 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 (collateralized
pursuant to the Public Funds Collateral Act, as amended, Chapter 2257, 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 18. Covenants. It is expressly recognized that prior to the issuance of any Additional
Senior Lien Obligations, Additional Subordinate Lien Obligations, or Inferior Lien Obligations, that the
City must comply with each of the conditions precedent contained in this Ordinance and the City
ordinances.
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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
Senior 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 Senior Lien Obligations, against the claims and demands of all persons whomsoever,that it
is lawfully qualified to pledge the Senior Lien Pledged Revenues to the payment of the Senior 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 Senior Lien Pledged Revenues unless and only to the extent the duties
139702350.5 -33-
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 this Ordinance (which provisions are also included in other City
ordinances authorizing other series of Senior 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 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.
139702350.5 -34-
(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.
SECTION 19. Issuance of Additional Senior Lien Obligations, Additional Subordinate Lien
Obligations,and 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:
139702350.5 -35-
A. Additional Senior Lien Obligations,secured by and payable from the Senior Lien Pledged
Revenues,which includes(primarily)a first and prior lien on and pledge of Net Revenues that is senior and
superior to the lien there on and pledge thereof securing the repayment of the Subordinate Lien Obligations
and any 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 Senior Lien
Obligations, but such certificate shall not be dated prior to the date an ordinance is passed
authorizing the issuance of such Additional Senior Lien Obligations.
(2) Conditions Precedent for Issuance of Additional Senior Lien Obligations-Capital
Improvements and for any other Lawful Purpose except for Capital Additions or for Refunding.
The City covenants and agrees that Additional Senior 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 20 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(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
Senior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service
Requirements for all then-Outstanding Senior Lien Obligations after giving effect to the Additional
Senior Lien Obligations then proposed. The foregoing notwithstanding, the City covenants and
agrees that Additional Senior Lien Obligations may not be issued for the purpose of financing
Capital Improvements when other Outstanding Senior Lien Obligations which have been issued for
the purpose of financing Capital Additions and for which capitalized interest for such other Senior
Lien Obligations has been provided for at least the twelve months subsequent to the date of issuance
of the Additional Senior 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 Senior Lien Obligations
is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all
then-Outstanding Senior Lien Obligations (other than Senior 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 Senior Lien Obligations proposed to be issued)after giving
effect to the Additional Senior Lien Obligations then proposed to be issued.
139702350.5 -36-
(3) Conditions Precedent for Issuance of Additional Senior Lien Obligations-Capital
Additions: Initial Issue. The City covenants and agrees that Additional Senior 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 Senior Lien Obligations or incurred and all Additional Senior 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 Senior Lien
Obligations issued therefor are delivered,the City reserves the right to issue Additional Senior 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 Senior 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 Senior Lien Pledged
Revenues of the System to be Outstanding after the issuance of the Additional Senior Lien
Obligations then being issued for the Forecast Period and(B)the proceeds from the sale of such
Additional Senior Lien Obligations are estimated to be sufficient to complete such acquisition and
construction.
(5) Computations;Reports. With reference to Senior 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 Finance and Procurement
(or other officer of the City then having the primary responsibility for the financial affairs of the
139702350.5 -3 7-
City) after giving effect to the receipt or anticipated receipt of a refundable tax credit or similar
payment relating to any series of Senior 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 Senior 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
Senior 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. Senior Lien Obligations for Capital Additions may be
combined in a single issue with Senior 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.
B. 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 Senior Lien Obligations and that is included in the Senior Lien Pledged Revenues,respectively,
and 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 this Ordinance, and the
Previously Issued Subordinate Lien Obligations.
C. The City may issue 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 Senior
Lien Obligations and Subordinate Lien Obligations and that is included in the Senior 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 this Ordinance.
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 Senior Lien Obligations set forth in Section 19 of this Ordinance shall be satisfied and the City
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Managers' certification required in Section 19 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 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.
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 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
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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 (i)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(ii)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.
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 Ramirez & Co., Inc., 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 May 23,2024
(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 shall be registered in the
name of Ramirez&Co.,Inc.The Pricing Officer 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
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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 May 23,2024,
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.
Proceeds from the sale of the Bonds shall be applied as follows:
A. The Issuer received a net reoffering premium from the sale of the Bonds of
$16,941,832.10, of which $9,256,853.90 is attributable to the new money portion of the Bonds (the New
Money Premium) and $7,684,978.20 is attributable to the refunding portion of the Bonds (the Refunding
Premium).
(1) The New Money Premium is hereby allocated by the Issuer in the following
manner: (i)$624,477.95 shall be used to pay costs of issuance; (ii) $967,381.43 shall be used to
pay the Purchasers' discount;(iii)$2,466.52,representing the rounding amount,shall be deposited
into the Bond Fund,and(iv)$7,662,528.00 shall be deposited into the special construction account
or accounts as described in subsection B below;and
(2) The Refunding Premium is hereby allocated by the Issuer in the following manner:
(i)$248,707.42 shall be used to pay costs of issuance; (ii) $352,144.10 shall be used to pay the
Purchasers' discount;and(iii)$7,084,126.68 shall be deposited into the Escrow Fund as described
in Section 30 below.
B. $186,087,528.00(representing$178,425,000.00 of principal and$7,662,528.00 of the net
reoffering premium as described in subsection A 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 Depository and shall be invested in
accordance with the provisions of Section 17 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 expended in accordance
with Section 13.
C. $79,084,126.68 (representing $71,990,000.00 of principal and $7,084,126.68 of the net
reoffering premium as described in subsection A above) shall be deposited with the Escrow Agent for
application and disbursement in accordance with the provisions of the Agreement(hereinafter defined),as
the case may be, in such amounts as provided in the applicable Approval Certificate. The proceeds of sale
of the Bonds not so deposited with the paying agent/registrar for the Refunded Obligations shall be
deposited into the construction account for the new money portion of the Bonds, 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 an Authorized Official. Amounts held in the interest and sinking fund for the Refunded
Obligations and not used as part of the City's contribution with the paying agent/registrar for the Refunded
Obligations, if any, shall be deposited into the Bond Fund and used to pay principal on the Bonds. This
construction account shall be established and maintained at the Depository and shall be invested in
accordance with the provisions of Section 17 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
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Code,or as required by any other applicable law. Thereafter,such amounts shall be expended in accordance
with Section 13.
Additionally,the Pricing Officer shall determine the amount,if any,of any City contribution to the
refunding from moneys on deposit in the interest and sinking fund(s) maintained for the payment of the
Refunded Obligations,as provided in the applicable Pricing Certificate.
SECTION 29. Reserved.
SECTION 30. Escrow and Trust Agreement - Approval and Execution. The Escrow and Trust
Agreement dated as of May 14, 2024 (the Agreement) by and between the City and BOKF, NA, Dallas,
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 an Authorized Official
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.
Furthermore, the 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 SENIOR LIEN REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES 2024
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 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 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 redemption
dates set forth on Schedule I attached hereto, 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
each series of the Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated
herein by reference for all purposes. The paying agent/registrar 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 City ordinance authorizing the issuance of the respective series of 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.
139702350.5 -42-
Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations,
and any replacement proceeds as defined in Section 1.148-1(c)of the Regulations,of the Bonds.
Investment has the meaning set forth in Section 1.148-1(b)of the Regulations.
Nonpurpose Investment means any investment property,as defined in section 148(b)of the
Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out
the governmental purposes of the Bonds.
Rebate Amount has the meaning set forth in Section 1.148-1(b)of the Regulations.
Regulations means any proposed, temporary, or final Income Tax Regulations issued
pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code
of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also
mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to
supplement,amend or replace the specific Regulation referenced.
Yield of
(1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations; and
(2) the Bonds means the yield on the Bonds,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.
C. No Private Use or Private Payments. Except to the extent it will not cause the Bonds to
become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and
rulings thereunder,the City shall at all times prior to the last Stated Maturity of Bonds:
(1) exclusively own,operate and possess all property the acquisition, construction or
improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of
the Bonds(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 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
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such Gross Proceeds, other than taxes of general application within the City or interest earned on
investments acquired with such Gross Proceeds pending application for their intended purposes.
D. No Private Loan. Except to the extent it will not cause the Bonds to become "private
activity bonds"within the meaning of section 141 of the Code and the Regulations and rulings thereunder,
the City shall not use Gross Proceeds of the Bonds(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 to the extent it will not cause the Bonds to become
"arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings
thereunder,the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly
invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment
acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield
of the Bonds.
F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code
and the Regulations and rulings thereunder,the City shall not take or omit to take any action which would
cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the
Regulations and rulings thereunder.
G. Information Report. The City shall timely file the information required by section 149(e)
of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the
Secretary may prescribe.
H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of
the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds(including all receipts,expenditures
and investments thereof) on its books of account separately and apart from all other funds (and
receipts,expenditures and investments thereof)and shall retain all records of accounting for at least
six years after the day on which the last Outstanding Bond is discharged. However,to the extent
permitted by law,the City may commingle Gross Proceeds of the Bonds with other money of the
City,provided that the City separately accounts for each receipt and expenditure of Gross Proceeds
and the obligations acquired therewith.
(2) Not less frequently than each Computation Date,the City shall calculate the Rebate
Amount in accordance with rules set forth in section 148(f) of the Code and 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
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Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the
Attorney General of the State of Texas,the amount that when added to the future value of previous
rebate payments made for the Bonds equals(i) in the case of a Final Computation Date as defined
in Section 1.148-3(e)(2)of the Regulations,one hundred percent(100%)of the Rebate Amount on
such date; and(ii)in the case of any other Computation Date, ninety percent(90%)of the Rebate
Amount on such date. In all cases, the rebate payments shall be made at the times, in the
installments,to the place and in the manner as is or may be required by section 148(f)of the Code
and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such
other forms and information as is or may be required by section 148(f) of the Code and the
Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors are made in
the calculations and payments required by paragraphs (2) and (3), and if an error is made, to
discover and promptly correct such error within a reasonable amount of time thereafter(and in all
events within one hundred eighty(180)days after discovery of the error),including payment to the
United States of any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h)of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code
and the Regulations and rulings thereunder,the City shall not, at any time prior to the earlier of the Stated
Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be
paid to the United States pursuant to Subsection H of this Section because such transaction results in a
smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had
the Yield of the Bonds not been relevant to either party.
J. Bonds Not Hedge Bonds.
(1) At the time the original bonds refunded by the Bonds were issued, the City
reasonably expected to spend at 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(4)years or more.
K. Current Refunding of the Refunded Obligations. The Bonds are issued, in part,to refund
the Refunded Obligations,and the Bonds will be issued,and certain proceeds thereof used,within 90 days
after the Closing Date for the redemption of the Refunded Obligations. In the issuance of the Bonds, the
City has employed no "device" to obtain a material financial advantage (based on arbitrage), within the
meaning of section 149(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 Refunded Obligations. Accordingly,the City expects to invest the Bond
proceeds to be used to refund the Refunded Obligations without regard to Yield restrictions.
L. Elections. The City hereby directs and authorizes the Authorized Official 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
139702350.5 -45-
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, each Authorized Official is hereby authorized and directed to furnish and execute
such documents relating to the City and its financial affairs as may be necessary for the issuance of the
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 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 Senior 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; 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. To the extent applicable, if at all,
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.
139702350.5 -46-
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 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 Norton Rose Fulbright US 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.
139702350.5 -47-
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.
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.
Financial Obligation means a (a) debt obligation; (b) derivative instrument entered into in
connection with,or pledged as security or a source of payment for, an existing or planned debt obligation;
or(c)guarantee of a debt obligation or any such derivative instrument;provided that"financial obligation"
shall not include municipal securities(as defined in the Securities Exchange Act of 1934, as amended) as
to which a final official statement(as defined in the Rule)has been provided to the MSRB consistent with
the Rule.
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.
139702350.5 -48-
Undertaking means the City's continuing disclosure undertaking, described in subsections B
through F below,hereunder accepted and entered into by the City for the purpose of compliance with the
Rule.
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 2024, 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.
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;
1 3 9 7023 50.5 -49-
(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;
(14) Appointment of a successor or additional Paying Agent/Registrar or the change of
name of a Paying Agent/Registrar, if material;
(15) Incurrence of a Financial Obligation of the City, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the City, any of which affect security holders,if material; and
(16) Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the City, any of which reflect financial
difficulties.
For these purposes, (a) 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, and (b) the City intends the words used in the
immediately preceding paragraphs(15) and(16)and the definition of Financial Obligation in this Section
to have the same meanings as when they are used in the Rule,as evidenced by SEC Release No.34-83885,
dated August 20,2018.
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.
139702350.5 -50-
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. 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.
F. General Policies and Procedures Concerning Compliance with the Rule.
Because the issuance of the Bonds is subject to the provisions of the Rule and because the potential
"underwriters"in a negotiated sale of the Bonds or the initial purchasers in a competitive sale of the Bonds
139702350.5 -51-
may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence
and suitability requirements, among others), the City hereby adopts the General Policies and Procedures
Concerning Compliance with the Rule (the Policies and Procedures), attached hereto as Exhibit G, with
which the City shall follow to assure compliance with the Undertaking. The City has developed these
Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection
therewith, has sought the guidance from its internal staff charged with administering the City's financial
affairs, its municipal or financial advisors, its legal counsel (including its Bond Counsel), and its
independent accountants (to the extent determined to be necessary or advisable). The Policies and
Procedures can be amended at the sole discretion of the City and any such amendment will not be deemed
to be an amendment to the Undertaking. Each Authorized Official is hereby authorized to amend the
Policies and Procedures as a result of a change in law,a future issuance of indebtedness subject to the Rule,
or another purpose determined by the Authorized Official to be necessary or desirable for or with respect
to future compliance with the Undertaking.
SECTION 47. Book-Entry Only System. The Bonds initially shall 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 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 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
139702350.5 -52-
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 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 adopts 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 the Bonds, such budget entries shall be automatically adjusted to reflect actual debt
service payments on those Bonds or any Previously Issued Parity Obligations coming due during the period
of time covered by such budget. The 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. 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.
139702350.5 -53-
SECTION 53. Reserved.
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. Ancillary Bond Contracts. Though such parties may be identified, and the entry
into a particular form of contract may be authorized herein, the City Council hereby delegates to each
Authorized Official the authority to independently select the counterparty to any agreement with any paying
agent/registrar, rating agency, securities depository, escrow agent, open market securities bidding agent,
verification agent or any other contract that is determined by an Authorized Official, 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 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 Contracts 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 56. 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 the Authorized Official, the City's Bond Counsel, and/or the City's Financial
Advisor to provide to the Texas MAC information and documentation requested by the Texas MAC relating
to the 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 57. Effective Date. This Ordinance shall be in force and effect from and after its final
passage,and it is so resolved.
[The remainder of this page intentionally left blank.]
139702350.5 -54-
SIGNED AND SEALED THIS \ \ DAY OFy,,2024.
CITY O CORPUS C ISTI, TEXAS
fipzi,
Mayor
ATTEST:
i /Pe/r.
egJ '
City Secretary
(SEAL)
APPROVED THIS Hi\ DAY OFI 1024:
7 Zif—, 2 1•Xt.. .
Miles Risley, City Attorney
Signature page to the Ordinance
S-55
-033354
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 Notices of Redemption
Exhibit E Description of Annual Financial Information
Exhibit F DTC Letter of Representations
Exhibit G General Policies and Procedures Concerning Compliance With the Rule
Exhibit H Form of Reimbursement Agreement
Index-1
SCHEDULE I
Schedule of Refunded Obligations
"City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Taxable
Series 2020B", dated July 15, 2020, in the original principal amount of$183,635,000, and stated
to mature on July 15 in each of the years 2025 through 2035, and July 15, 2040 (partial), in the
aggregate principal amount of$88,675,000,to be defeased to their respective maturity dates.
1 3 97023 50.5 Schedule I-1
SCHEDULE II
Approval Certificate
See Tab No.2
1 3 97023 50.5 Schedule II-1
EXHIBIT A
Paying Agent/Registrar Agreement
See Tab No.4
1 3 9 702 3 50.5 A-1
EXHIBIT B
Purchase Contract
See Tab No.9
139702350.5 B-1
EXHIBIT C
Escrow Agreement
See Tab No. 5
139702350.5 C-1
EXHIBIT D
Notice of Redemption
See Tab No.29
139702350.5 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 of the
general type as attached as Appendix B to the Official Statement 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 quantitative financial information and operating data of the general type in Tables 1 through
22 contained in 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.
139702350.5 E-1
EXHIBIT F
DTC Letter of Representations
See Tab No.6
139702350.5 F-1
EXHIBIT G
General Policies and Procedures
Concerning Compliance with the Rule
I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 46 of the
Ordinance. Bonds refer to the Bonds that are the subject of the Ordinance to which this Exhibit is attached.
II. As a capital markets participant, the City is aware of its continuing disclosure requirements and
obligations existing under the Rule prior to February 27, 2019, the effective date of the most recent
amendment to the Rule (the Effective Date), and has implemented and maintained internal policies,
processes,and procedures to ensure compliance therewith.Adherence to these internal policies,processes,
and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-
exempt competitive sales to comply with their obligations arising under various MSRB rules and
regulations concerning due diligence and findings of suitability,among other matters,regarding the City's
compliance with the Rule.
III. The City is aware that the Rule was amended as of the Effective Date(the Rule Amendment) and
has accommodated this amendment by adding subparagraphs(15)and(16)to Section 46C of the Ordinance,
which provisions are a part of the Undertaking.
IV. The City is aware that "participating underwriters" (as such term is defined in the Rule) of the
Bonds must make inquiry and reasonably believe that the City is likely to comply with the Undertaking and
that the standards for determining compliance have increased over time as a result of, among others, the
United States Securities and Exchange Commission's Municipalities Continuing Disclosure Cooperation
Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment.
V. The City now establishes the following general policies and procedures (the Policies and
Procedures)for satisfying its obligations pursuant to the Undertaking,which policies and procedures have
been developed based on the City's informal policies, procedures, and processes utilized prior to the
Effective Date for compliance with the City's obligations under the Rule,the advice from and discussions
with the City's internal senior staff(including staff charged with administering the City's financial affairs),
its co-municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent
accountants,to the extent determined to be necessary or advisable(collectively,the Compliance Team):
1. The Director of Finance and Procurement (the Compliance Officer) shall be responsible for
satisfying the City's obligations pursuant to the Undertaking through adherence to these Policies
and Procedures;
2. the Compliance Officer shall establish reminder or"tickler"systems to identify and timely report
to the MSRB, in the format thereby prescribed from time to time, the City's information of the
type described in Section 46B of the Ordinance;
3. the Compliance Officer shall promptly determine the occurrence of any of the events described
in Section 46C of the Ordinance;
4. the Compliance Officer shall work with external consultants of the City, as and to the extent
necessary,to timely prepare and file with the MSRB the annual information of the City and notice
of the occurrence of any of the events referenced in Clauses 2 and 3 above, respectively, the
foregoing being required to satisfy the terms of the Undertaking;
1 3 97023 50.5 G-1
5. the Compliance Officer shall establish a system for identifying and monitoring any Financial
Obligations,whether now existing or hereafter entered into by the City,and(upon identification)
determining if such Financial Obligation has the potential to materially impact the security or
source of repayment of the Bonds;
6. upon identification of any Financial Obligation meeting the materiality standard identified in
Clause 5 above,the Compliance Officer shall establish a process for identifying and monitoring
any City agreement to covenants, events of default, remedies, priority rights, or other similar
terms under such Financial Obligation;
7. the Compliance Officer shall establish a process for identifying the occurrence of any default,
event of acceleration,termination event,modification of terms,or other similar events under the
terms of any Financial Obligation,the occurrence of any of which reflect financial difficulties of
the City;and
8. the Compliance Officer shall annually review these Policies and Procedures with the remainder
of the Compliance Team, make any modifications on an internal document retained by the
Compliance Officer and available to any"participating underwriter"(as defined in the Rule), if
requested, and on the basis of this annual review (to the extent determined to be necessary or
desirable), seek additional training for herself or himself,as well as other members of the City's
internal staff identified by the Compliance Officer to assist with the City's satisfaction of the
terms and provisions of the Undertaking.
139702350.5 G-2
EXHIBIT H
Form of Reimbursement Agreement
Not applicable
139702350.5 H-1
, .
* LocaliQ ‘,.
Texas/New Mexico PO Box 631667 Cincinnati,OH 45263-1667
GANNETT
PROOF OF PUBLICATION
Mariah Resendez
Accounts Payable
City of Corpus Christi-Secretary
PO Box 9277
Corpus Christi TX 78401
STATE OF WISCONSIN, COUNTY OF BROWN
The Corpus Christi Caller-Times,a newspaper published in the city
of Corpus Christi, Nueces County, State of Texas, generally
circulated in Aransas, Bee, Brooks, Duval,Jim Hogg,Jim Wells,
Kleberg, Live Oak, Nueces, Refugio, and San Patricio Counties,
and personal knowledge of the facts herein state and that the
notice hereto annexed was Published in said newspapers in the
issue:
03/24/2024, 04/01/2024
and that the fees charged are legal.
Sworn to and subscribed before on 04/01/2024
I
Alf
Le . ClirOirrgil - -
15111F7—tate of , oun 1 Brown
/
'My commission expires
Publication Cost: $1554.24
Order No: 9983479 #of Copies:
Customer No: 1356906 1
PO#:
THIS IS NOT AN INVOICE!
Please do not use this form for payment remittance.
1 VICKY FELTY
Notary Public
State of Wisconsin
Page 1 of 3
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operation of the City's solid
waste management system.
. In accordance with Section
' 271.049, as amended, Texas
Local Government Code, (I)
the current principal amount
• of all of the City's outstand-
ing public securities secured
by and payable from ad
valorem taxes is
$461,175,000.00; (ii) the
current combined principal
and interest required to pay
all of the City's outstanding
public securities secured by
and payable from ad
valorem taxes on time and in
full is $603,546,320.68; (iii)
the estimated combined prin-
cipal and interest required to
pay the Certificates to be
authorized on time and in
full is $73,514,803.75; (iv) the
maximum interest rate for
the Certificates may not
exceed the maximum legal
interest rate; and (v) the
maximum maturity date of
the Certificates to be autho-
rized is March 1, 2044. 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.
/s/Rebecca Huerta
City Secretary,
City of Corpus Christi,Texas