HomeMy WebLinkAbout033270 ORD - 01/30/2024 (2) ORDINANCE NO.033270
ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS AUTHORIZING THE PRIVATE PLACEMENT ISSUANCE OF ITS
UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT BONDS WITH
THE TEXAS WATER DEVELOPMENT BOARD IN ONE OR MORE SERIES(AS
DESIGNATED BY PURPOSE AND SERIES) FOR WATER, WASTEWATER,
AND STORMWATER UTILITY IMPROVEMENTS IN AN AMOUNT NOT TO
EXCEED $10,000,000, WITHIN SET PARAMETERS; 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;APPROPRIATING THE PROCEEDS FROM THE SALE OF
THE BONDS; AUTHORIZING THE EXECUTION OF ONE OR MORE PAYING
AGENT/REGISTRAR AGREEMENTS AND ONE OR MORE ESCROW
AGREEMENTS; COMPLYING WITH THE REQUIREMENTS IMPOSED BY
THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE
DEPOSITORY TRUST COMPANY; COMPLYING WITH THE REGULATIONS
PROMULGATED BY THE TEXAS WATER DEVELOPMENT BOARD;
DELEGATING AUTHORITY TO THE CITY MANAGER, CHIEF FINANCIAL
OFFICER, DIRECTOR OF FINANCE AND PROCUREMENT TO EXECUTE
CERTAIN DOCUMENTS RELATING TO THE SALE OF EACH SERIES OF
BONDS; AUTHORIZING THE EXECUTION AND APPROVAL OF A
FINANCING AGREEMENT BETWEEN THE CITY AND THE TEXAS WATER
DEVELOPMENT BOARD RELATED TO THE BONDS; ENACTING OTHER
PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE
OF THIS ORDINANCE;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
138634808.3
SCANNED
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 priority 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, the Texas Water Development Board (the Purchaser) has agreed to purchase the
revenue bonds herein authorized thereby making a loan to the City at an interest rate that is substantially
below the current market rate for similar forms of indebtedness which will enable the City to undertake the
proposed improvements to the System; 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 revenue bonds; and
WHEREAS,the City Council hereby finds and determines that,pursuant to applicable Texas law,
the delegation to a Pricing Officer with the authority to execute an Approval Certificate (a form of which
is attached hereto as Schedule I)to approve the final terms of each series of Bonds as set forth in respective
Approval Certificate is in the best interest of the City; and
WHEREAS, the revenue 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
WHEREAS, as a condition precedent to securing the financing assistance with the Purchaser,the
Purchaser may require that the City enter into a financing agreement in substantially the form attached
hereto as Exhibit G; and
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WHEREAS,the City Council hereby finds and determines that the issuance of the revenue bonds
authorized herein and the adoption of this Ordinance is in the best interests of the citizens of the City;now,
therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS:
SECTION 1. Authorization-Designation-Principal Amount-Purpose. Revenue improvement
bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of TEN
MILLION AND NO/100 DOLLARS ($10,000,000), to be designated and bear the title of CITY OF
CORPUS CHRISTI,TEXAS UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT BONDS,
SERIES 2024B (the Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for
the purpose of(1)designing,planning,building,improving,extending,enlarging,and repairing the System,
and (11) 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 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 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 bonds:
A. 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
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;
B. the aggregate principal amount of each series of bonds, as well as the principal amount of
each stated maturity within a series of bonds;
C. 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;
D. the Dated Date for each series of bonds;
E. the optional,extraordinary optional,and mandatory redemption provisions applicable,if at
all,to each series of bonds;
F. 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;
G. the pricing of each series of bonds, including use of premium, discount, underwriters'
compensation, and costs of issuance; and
H. 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
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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.
The Bonds shall be issued within the following parameters:
A. the principal amount of the Bonds issued hereunder shall not exceed$10,000,000;
B. the maximum maturity of any series of Bonds shall not occur later than July 15, 2054;
C. the true interest cost on each series of Bonds shall not exceed the maximum rate permitted
by law; and
D. the final series of Bonds hereunder issued shall be sold on or before January 30, 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 1. 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 the Act and as set forth in
Schedule 1. 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, and (C) 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 November
14, 2024 (the Dated Date); shall be in denominations of$5,000 or any integral multiple thereof, shall be
lettered "R-" and numbered consecutively from One (1) upward; and principal shall become due and
payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest
on the unpaid principal amounts from the Closing Date (anticipated to occur on November 14, 2024), or
the most recent Interest Payment Date(hereinafter defined)to which interest has been paid or duly provided
for,to the earlier of redemption or Stated Maturity,at the rates per annum in accordance with the following
schedule:
Stated Maturities
Jul 15 Principal Amounts ($) Interest Rates (%)
2026 225,000 2.090
2027 230,000 2.060
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Stated Maturities
Jul 15 Principal Amounts ($) Interest Rates (%)
2028 235,000 2.090
2029 240,000 2.120
2030 245,000 2.190
2031 250,000 2.280
2032 255,000 2.360
2033 265,000 2.440
2034 270,000 2.490
2035 280,000 2.650
2036 285,000 2.800
2037 295,000 2.930
2038 300,000 3.040
2039 310,000 3.140
2040 325,000 3.250
2041 335,000 3.310
2042 345,000 3.350
2043 360,000 3.380
2044 370,000 3.540
2045 385,000 3.590
2046 400,000 3.580
2047 415,000 3.580
2048 430,000 3.750
2049 445,000 3.750
2050 465,000 3.690
2051 480,000 3.690
2052 500,000 3.820
2053 520,000 3.820
2054 540,000 3.750
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
July 15, 2025,while the Bonds are Outstanding.
SECTION 3. Payment of Bonds -Interest Payments-PayingAgent/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.
Interest on each Bond issued and delivered to a Holder shall accrue from the Closing Date
(anticipated to occur on or about November 14,2024)or from the latest Interest Payment Date that interest
on such Bond(or its Predecessor Bond)has been paid that precedes the registration date appearing on such
Bond in the "Registration Certificate of Paying Agent/Registrar" (Section 8D hereof), unless the
registration date appearing thereon is an Interest Payment Date for which interest is being paid, in which
case interest on such Bond shall accrue from the registration date appearing thereon and provided further
that with respect to the initial payment of interest on a Bond.
138634808.3 -5-
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 (1) a national or state banking institution or (11) an association or a corporation
organized and doing business under the laws of the United States of America or of any state, authorized
under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or
examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar.
The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the
previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency.
Additionally,the City agrees to promptly cause a written notice of this substitution to be sent to each Holder
of the 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(1)on the Record Date (defined herein)for purposes of payment of
interest thereon and(11)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 (1)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(11)by such other method,
acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and
expense. While the Bonds are held by the Purchaser,payment of principal of,premium,if any,and interest
on the Bonds shall be made by federal funds wire transfer, at no cost to the Purchaser,to an account at a
financial institution located in the United States designated by the Purchaser.
If the date for the payment of the principal of, 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
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five (5) business days prior to the Special Record Date by United States Mail, first-class postage prepaid,
to the address of each Holder appearing on the Security Register at the close of business on the last business
day next preceding the date of mailing of such notice.
SECTION 4. Redemption.
A. Optional Redemption. The 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 January 15,2035,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.
B. 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.
C. 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.
D. 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 (1) specify the date of redemption for the Bonds, (11) 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, (111) state the redemption price, (iv) state that the Bonds, or the portion of
the principal amount thereof to be redeemed, shall become due and payable on the redemption date
specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall
cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price
for the Bonds,or the principal amount thereof to be redeemed, shall be made at the corporate trust office of
the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject
by its terms to redemption and has been called for redemption and notice of redemption thereof has been
duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so
called for redemption shall become due and payable,and if money sufficient for the payment of such Bonds
(or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the
purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such
notice, interest on said Bonds (or the principal amount thereof to be redeemed)called for redemption shall
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cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions
of this Ordinance.
E. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required(1)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 (11)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.
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,
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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 (1) as a
single fully-registered Bond in the total principal amount of$10,000,000 with principal installments to
become due and payable as provided in Section 2 and numbered T-1,or(11) 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
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.
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138634808.3 -9-
138634808.3 -10-
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 BONDS,
SERIES 2024B
Dated Date: Interest Rate: Stated Maturity: CUSIP NO:
November 14, 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 November 14, 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 July 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. While the Bonds are
held by the Purchaser, payment of principal of, premium, if any, and interest on the Bonds shall be made
by federal funds wire transfer, at no cost to the Purchaser,to an account at a financial institution located in
the United States designated by the Purchaser.
This Bond is one of the series specified in its title issued in the aggregate principal amount of
$10,000,000 (the Bonds) pursuant to an ordinance adopted by the governing body of the City (the
Ordinance), for the purpose of (1) designing, planning, building, improving, extending, enlarging, and
repairing the System, and (11) paying the costs of issuance related thereto, all in conformity with the laws
138634808.3 -1 1-
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 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 and after July 15, 2035 may be redeemed prior to their Stated
Maturities, at the option of the City, on January 15, 2035 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.
If this Bond(or any portion of the principal sum hereof)shall have been duly called for redemption
and notice of such redemption duly given,then upon such redemption date this Bond(or the portion of the
principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the
redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption
is held for the purpose of such payment by the Paying Agent/Registrar,interest shall cease to accrue and be
payable hereon from and after the redemption date on the principal amount hereof to be redeemed. In the
event of a partial redemption of the principal amount of this Bond,payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of this Bond
to the corporate trust office of the Paying Agent/Registrar and,there shall be issued to the registered owner
hereof, without charge, a new Bond or Bonds of like maturity and interest rate in any authorized
denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If
this Bond is called for redemption, in whole or in part,the City or the Paying Agent/Registrar shall not be
required to issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for
redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the
Holder of the unredeemed balance hereof in the event of its redemption in part.
The Bonds of this series are special obligations of the City, issued as 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
138634808.3 -12-
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 (1) on the Record Date as the owner hereof for purposes of
receiving payment of interest hereon, (11) 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 (111) on any other date as the owner hereof for all other purposes, and neither the City nor the
Paying Agent/Registrar,or any such agent of either,shall be affected by notice to the contrary. In the event
of a non-payment of interest on a scheduled payment date,and for thirty(30) days thereafter,a new record
date for such interest payment(a Special Record Date) will be established by the Paying Agent/Registrar,
if and when funds for the payment of such interest have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which
shall be fifteen(15)days after the Special Record Date) shall be sent at least five (5)business days prior to
the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder
appearing on the Security Register at the close of business on the last business day next preceding the date
of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things required to
be performed,exist, and be done precedent to the issuance of this Bond in order to render the same a legal,
valid,and binding special obligation of the City have been performed,exist,and have been done,in regular
and due time, form, and manner, as required by law, and that issuance of the Bonds does not exceed any
constitutional or statutory limitation;and that due provision has been made for the payment of the principal
of and interest on the Bonds by a pledge of and lien on the 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.
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138634808.3 -13-
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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138634808.3 -14-
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
138634808.3 -I S-
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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138634808.3 -16-
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 November 14, 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 July 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 While the Bonds are held by the Purchaser,payment of principal of, premium, if any, and
interest on the Bonds shall be made by federal funds wire transfer,at no cost to the Purchaser,to an account
at a financial institution located in the United States designated by the Purchaser.
[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: (1)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
138634808.3 -17-
meanings assigned to them in such Sections, and all such terms include the plural as well as the singular;
(11) 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 (111)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 (1)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 (11) 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 (1) 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 (11) 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 Pricing Officer 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.
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
138634808.3 -18-
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 $10,000,000 "CITY OF CORPUS CHRISTI, TEXAS
UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 202413", dated
November 14, 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(1)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
(11) 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
138634808.3 -19-
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(1) 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 (11) 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 (1) 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(11)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
138634808.3 -20-
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: (1)direct noncallable obligations of the United
States, including obligations that are unconditionally guaranteed by, the United States of America, or (11)
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 (1) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by, the United
States of America; (11) 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; (111) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the date the
governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding
bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent; or(iv) any additional securities and obligations hereafter authorized by the laws of
the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds.
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(1) 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 (11) 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 July 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
138634808.3 -21-
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 January 30,
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 Refunding
Bonds, Series 2015", dated July 1, 2015, in the original principal amount of$46,990,000;
(4) "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;
(5) "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;
138634808.3 -22-
(6) "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;
(7) "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;
(8) "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;
(9) "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;
(10) "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;
(11) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding
Bonds, Taxable Series 202013", dated July 15, 2020, in the original principal amount of
$183,635,000;
(12) "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;
(13) "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;
(14) "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;
(15) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement
Bonds, Series 202213", dated July 15, 2022, in the original principal amount of$92,465,000;
(16) "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;
(17) "City of Corpus Christi, Texas Utility System Senior Lien Revenue Improvement
and Refunding Bonds, Series 2024", dated June 18, 2024, in the original principal amount of
$250,415,000; and
(18) Upon issuance,the Bonds and the Series 2024A Bonds.
138634808.3 -23-
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 Required Reserve Amount shall have the meaning given such term in Section 14
of this Ordinance.
KK. The term Reserve Fund shall have the meaning given such term in Section 14 of this
Ordinance.
LL. The term Reserve Fund Deposits shall have the meaning given such term in Section 14 of
this Ordinance.
NM. The term Senior Lien Obligations shall mean(1)the Previously Issued Parity Obligations,
(11) any Additional Senior Lien Obligations, and (111) 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.
NN. The term Senior Lien Pledged Revenues shall mean (1) the Net Revenues plus (11) any
additional revenues, income, receipts, or other resources including, without limitation, any grants,
donations,or income received or to be received from the United States Government, or any other public or
private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to
138634808.3 -24-
the payment of the Bonds, and at the City's discretion, any Additional Senior Lien Obligations, and
excluding those revenues excluded from Gross Revenues.
00. The term Series 2024A Bonds shall mean "City of Corpus Christi, Texas Utility System
Senior Lien Revenue Improvement Bonds, Series 2024A", dated November 14, 2024, in the original
principal amount of$211,050,000,issued simultaneously with the issuance of the Bonds.
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 (1)the Previously Issued Subordinate
Lien Obligations, (11) any Additional Subordinate Lien Obligations, and (111)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.
138634808.3 -25-
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
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
138634808.3 -26-
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 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 10'day of each
month, beginning on or before the 10' 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 deficiency in
138634808.3 -27-
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 (1)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(11)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 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(11)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 ofthe 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
$69,702,661.28 (inclusive of the Bonds and the Series 2024A Bonds). Of this amount, $11,953,049.02
representing the increase in the Required Reserve Amount attributable to the issuance of the Bonds and
Series 2024A 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
138634808.3 -28-
specified in Section 12, by the deposit of monthly installments, made on or before the 10" 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 10'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 10' 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 and except for any reserve fund
requirements imposed on the City by the TWDB in Section 29 hereof,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
138634808.3 -29-
Fiscal Years are less than 110%(unless such percentage is below 100%in any Fiscal Year, in which case
the hereinafter—specified requirements will commence after such Fiscal Year)of the Average Annual Debt
Service Requirements,the City will be required to commence making the deposits to the Reserve Fund,as
provided above, and to continue making such deposits until the earlier of(1)such time as the Reserve Fund
contains the Required Reserve Amount or (11) 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
138634808.3 -3 0-
City must comply with each of the conditions precedent contained in this Ordinance and the City
ordinances.
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.
138634808.3 -3 1-
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
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 (1) that
system within the System of which the property or facilities comprises a part thereof and (n) 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 (1) be used to redeem or purchase Debt, or (11) 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
138634808.3 -32-
transactions relating to the System and the City shall cause said books and accounts to be audited annually
as of the close of each Fiscal Year by the Accountant.
J. Insurance.
(1) Except as otherwise permitted in clause (2)below,it shall cause to be insured such
parts of the System as would usually be insured by corporations operating like properties, with a
responsible insurance company or companies, against risks, accidents or casualties against which
and to the extent insurance is usually carried by corporations operating like properties including,to
the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage
by floods, and use and occupancy insurance. Public liability and property damage insurance shall
also be carried unless the City Attorney gives a written opinion to the effect that the City is not
liable for claims which would be protected by such insurance. At any time while any contractor
engaged in construction work shall be fully responsible therefor,the City shall not be required to
carry insurance on the work being constructed if the contractor is required to carry appropriate
insurance. All such policies shall be open to the inspection of the bondholders and their
representatives at all reasonable times. In no event shall the amount of insurance maintained on
the projects financed with the proceeds of the Bonds be less than the amount necessary to protect
the Purchaser's interest.
(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.
138634808.3 -3 3-
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:
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 (1)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 (11)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)(1)and(11) 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
138634808.3 -34-
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.
(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: (1) 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(11)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)(1) and (11) 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)(1) and (11) or
Subsection (1) of this Section but subject to satisfaction of the following conditions precedent:
(1)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
(11) 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
138634808.3 -3 5-
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
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)(1) 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
138634808.3 -3 6-
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
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 (1)the plan for developing the Special Project is consistent with sound planning, (11)the
Special Project would not materially and adversely interfere with the operation of the System, (111) 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. The Purchasers may exercise all rights and
remedies available to it in law or equity, and any provision of the Bonds that restricts or limits the
Purchasers' full exercise of these remedies shall be of no force and effect.
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
138634808.3 -37-
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
surrendered to the City, shall be delivered to the Paying Agent/Registrar and,if not already canceled, shall
be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying
Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City
may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by
the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
directed by the City.
SECTION 27. Mutilated, Destroyed, Lost, and Stolen Bonds. If (1)any mutilated Bond is
surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to
their satisfaction of the destruction,loss,or theft of any Bond,and(11)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. Confirmation of Sale; Approval of Private Placement Memorandum. The sale of
the Bonds to the Texas Water Development Board (the Purchaser) for the purchase price of
$10,000,000.00,which represents a purchase price of par,less the Purchaser's origination fee of$0.00 and
no accrued interest,pursuant to a loan commitment received from the Purchaser,is hereby confirmed. The
pricing and terms of the Bonds are hereby found and determined to be the most advantageous reasonably
obtained from the City. Delivery of the Bonds shall be made to the Purchaser as soon as practicable after
138634808.3 -3 8-
the adoption of this Ordinance, upon payment therefor by federal funds wire transfer, at no cost to the
Purchaser, in accordance with the terms of sale.
Furthermore, the City hereby approves in all respects the City's Private Placement Memorandum
prepared in conjunction with the sale of the Bonds and to be delivered to the Purchaser on the Closing Date.
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 Private Placement Memorandum in final form as may be required
by the Purchaser, and such final Private Placement Memorandum in the form and content manually
executed by said officials shall be deemed to be approved by the City Council and constitute the Private
Placement Memorandum authorized for deliver to the Purchaser.
SECTION 29. Compliance with Purchaser's Rules and Regulations. The City will comply with
all of the requirements contained in the resolution or resolutions adopted by the Purchaser with respect to
the issuance of the Bonds. In addition, in compliance with the Purchaser's State Water Implementation
Fund for Texas Program Rules,the City agrees and covenants so long as the Purchaser is the sole Holder
of the Bonds:
A. to keep and maintain full and complete records and accounts pertaining to the construction
of the project refinanced with the proceeds of sale of the Bonds,including the Escrow Fund(defined herein),
in accordance with the standards set forth by the Government Accounting Standard Board;
B. to create and establish at the Depository a "City of Corpus Christi, Texas State Water
Implementation Fund for Texas Construction Fund" (the Construction Fund for the receipt and
disbursement of all proceeds from the sale of the Bonds and all other funds acquired by the City in
connection with the planning and construction of the projects financed,in whole or in part,by the Purchaser
pursuant to the loan evidenced by the Bonds and all funds deposited to the credit of the Construction Fund
shall be disbursed only for the payment of costs and expenses incurred in connection with the planning and
building of such projects as approved by the Purchaser and as otherwise allowed by the rules;
C. to provide the Purchaser with copies of"as built plans"pertaining to the projects financed,
in whole or in part,with any funds of the Purchaser;
D. upon completion of the construction of the projects financed, in whole or in part, by the
loan evidenced by the Bonds,to provide a final accounting to the Purchaser of the total costs of the projects.
In determining the amount of available funds for building the project, the City agrees to account for all
amounts deposited to the credit of the Construction Fund, including all loan funds extended by the
Purchaser, all other funds available from the projects as described in the project engineer's or fiscal
representative's sufficiency of funds statement and all interest earned by the City on money in the
Construction Fund. Amounts determined to represent excess or unneeded Bond proceeds shall,at the City's
option and upon receipt of prior approval of the Executive Administrator of the Purchaser, be (1) used to
redeem Bonds in accordance with Section 4.13 hereof, (11) deposited to the Bond Fund for the purpose of
138634808.3 -3 9-
paying scheduled debt service on the Bonds, or(111)used to pay eligible costs of the project for which the
Bonds were issued, as first approved by the Executive Administrator of the Purchaser;
E. in addition to the requirements contained in Section 18.I hereof, to maintain current,
accurate,and complete records and accounts necessary to demonstrate compliance with financial assistance
related legal and contractual provisions;
F. to comply with any special conditions specified by the Purchaser's water conservation plan
as specified in 31 TAC 363.42(a)(2)(F)until all financial obligations to the Purchaser have been discharged;
G. to abide by the Purchaser's rules and relevant state statutes now or hereafter existing,
including,but not limited to,the Purchasers' pre-design funding procedures;
H. to not use Bond proceeds to pay for the cost of sampling,testing, removing or disposing of
contaminated soils and/or media at the project site;
I. to report to the Purchasers the amounts of project funds, if any, that were used to
compensate historically underutilized businesses that worked on the project, in accordance with 31 TAC §
363.1312;
J. to notify the Executive Administrator of the Purchaser prior to taking any actions to alter
the legal status of the City Council in any manner(such as a sale-transfer-merger with another retail public
utility that results in a change in governance of the System) and to receive approval from the Purchaser of
any action to convey the City's obligations to the Purchaser, as the Holder of the Bonds,to another entity;
K. to the extent permitted by law,to indemnify,hold harmless,and protect the Purchaser from
any and all claims, causes of action, or damages to the person or property of third parties arising from the
sampling, analysis, transport, storage, treatment and disposition of any contaminated sewage sludge,
contaminated sediments and/or contaminated media that may be generated by the City, its contractors,
consultants, agents, officials, and employees as a result of activities relating to the project refinanced with
proceeds of the Bonds to the extent permitted by law;
L. to comply, and take steps to assure that its contractors and sub-contractors shall comply
with the Davis Bacon Act(being Subchapter IV of Chapter 31 of Title 40 of the United States Code), and
the United Stated Department of Labor's implementing regulations therefor, with respect to projects
financed with proceeds of the Bonds;
M. to submit outlay reports with sufficient documentation on costs on a quarterly or monthly
basis in accordance with the Purchaser's outlay report guidelines;
N. to provide the Purchaser with all information required to be reported in accordance with
the Federal Funding Accountability and Transparency Act of 2006, Pub. L. 109-282, and the City shall
obtain a Data Universal Numbering System Number, register with the System for Award Management
(SAM), and maintain current registration at all times while the Bonds remain Outstanding;
O. to timely and expeditiously use all loan proceeds as required by federal statutes and EPA
regulations,and in adherence to the project schedule approved by the Purchaser's Executive Administrator
138634808.3 -40-
(which shall not be altered except for good cause shown and only with the written approval of the
Purchaser's Executive Administrator);
P. to not use any portion of the Bond proceeds, directly or indirectly,to acquire or to replace
funds which were used,directly or indirectly,to acquire Nonpurpose Investments(as defined in Section 32
hereof) which produce a yield materially higher than the yield on the Purchaser's bonds that are used to
provide the Purchaser with proceeds that it will use to purchase the Bonds (the Source Series Bonds), other
than Nonpurpose Investments acquired with:
(1) Proceeds of the Source Series Bonds invested for a reasonable temporary period
of up to three (3)years (reduced by the period of investment by the Purchaser)until such proceeds
are needed for the facilities to be financed;
(2) Amounts invested in a bona fide debt service fund,within the meaning of§1.148-
1(b)of the Regulations (as defined in Section 32 hereof);and
(3) Amounts deposited in any reasonably required reserve or replacement fund to the
extent such amounts do not exceed the least of maximum annual debt service on the Bonds, 125%
of average annual debt service on the Bonds, or 10%of the stated principal amount(or, in the case
of a discount,the issue price) of the Bonds;
Q. to not acquire any of the Source Series Bonds in an amount related to the amount of the
Bonds;
R. to provide documentation that the all applicable State procurement requirements, as well
as all federal procurement requirements,under the Disadvantaged Business Enterprises program are met;
S. to provide a schedule prepared by an Engineer,specifying the useful life of the components
of the project refinanced with Bond proceeds;
T. the City will comply with the conditions included in the Purchaser's environmental finding,
when issued;
U. any proceeds from the Bonds that are determined to be surplus proceeds remaining after
completion of the project financed with the Bond proceeds and completion of a final accounting in a manner
approved by the Executive Administrator;
V. that the City shall abide by all applicable construction contract requirements related to the
use of iron and steel products produced in the United States, as required by Texas Government Code,
Chapter 2252, Subchapter G and Texas Water Code § 17.183;
W. the City will provide for the accumulation of a reserve fund of no less than average annual
debt service requirements, to be accumulated in equal monthly installments over the initial sixty (60)
months following the issuance of the Bonds. The average annual debt service requirements on the Bonds is
$540,809.41 and such amount shall be so accumulated into the Reserve Fund by the deposit of monthly
138634808.3 -41-
installments,made on or before the 20th day of each month following the month of delivery of the Bonds,
of not less than 1/60th of the average annual debt service requirements on the Bonds;
X. the City will refrain from using the proceeds of the Bonds to pay debt service on another
issue of obligations of the borrower in contravention of section 149(d) of the Code; and
Y. the Bonds shall be governed by the additional debt test and reserve requirement as provided
in the currently outstanding "City of Corpus Christi, Texas Utility System Junior Lien Revenue
Improvement Bonds, Series 2017"held by the Purchaser.
SECTION 30. Application of Bond Proceeds. All proceeds from the sale of the Bonds shall be
appropriated and,promptly upon receipt by the City,be applied as follows:
A. An amount identified in instructions from any Authorized Official shall be deposited in the
Construction Fund for the payment of certain costs of issuance relating to the Bonds and certain other costs
relating to the improvement of the System and such amount may be deposited in the Escrow Agreement
authorized by the provisions of Section 31 hereof.
B. The amount identified in Section 14, if any, shall be deposited to the Reserve Fund to
satisfy the increase in the Required Reserve Amount attributable to the issuance of the Bonds.
Any proceeds of the Bonds remaining after making all such deposits and payments shall be deposited into
the Bond Fund.
SECTION 31. Authorization of Escrow Agreement. To the extent the hereinafter-described
Escrow Agreement is required to comply with the Purchaser's requirements,the City Council of the City
hereby finds and determines that it is in the best interest of the City to authorize the execution of an Escrow
Agreement to comply with the Purchaser's pre-design funding option rules and regulations. A copy of the
Escrow Agreement is attached hereto, in substantially final form, as Exhibit B, and is incorporated by
reference to the provisions of this Ordinance. Any Authorized Official,or his or her designee is authorized
to execute the Escrow Agreement as the act and deed of the City Council.
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.
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.
138634808.3 -42-
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 and the Series 2024A Bonds,
treating them as a single issue and as calculated pursuant to Section 1.148-4 of the Regulations.
B. Not to Cause Interest to Become Taxable. The City shall not use,permit the use of,or omit
to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement
of which is to be financed directly or indirectly with Gross Proceeds)in a manner which if made or omitted,
respectively,would cause the interest on any 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, and not use or permit the use of such Gross Proceeds (including all contractual
arrangements with terms different than those applicable to the general public) or any property
acquired, constructed or improved with such Gross Proceeds in any activity carried on by any
person or entity(including the United States or any agency,department and instrumentality thereof)
other than a state or local government,unless such use is solely as a member of the general public;
and
(2) not directly or indirectly impose or accept any charge or other payment by any
person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly with
such Gross Proceeds, other than taxes of general application within the City or interest earned on
investments acquired with such Gross Proceeds pending application for their intended purposes.
D. No Private Loan. Except 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,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
138634808.3 -43-
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
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 (1) 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 (11) 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.
138634808.3 -44-
(4) The City shall exercise reasonable diligence to assure that no errors are made in
the calculations and payments required by paragraphs (2) and (3), and if an error is made, to
discover and promptly correct such error within a reasonable amount of time thereafter(and in all
events within one hundred eighty(180)days after discovery of the error),including payment to the
United States of any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code
and the Regulations and rulings thereunder,the City shall not, at any time prior to the earlier of the Stated
Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be
paid to the United States pursuant to Subsection H of this Section because such transaction results in a
smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had
the Yield of the Bonds not been relevant to either party.
J. Bonds Not Hedge Bonds.
(1) The City reasonably expects to spend at least 85% of the spendable proceeds of
such bonds within three years after the bonds are issued.
(2) Not more than 50%of the proceeds of the Bonds will be invested in Nonpurpose
Investments having a substantially guaranteed Yield for a period of four(4)years or more.
K. 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
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: (1)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 (11) Government Securities shall have been
138634808.3 -45-
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.
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 (1) or (11) 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 ofthe 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(1) or (11) 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.
138634808.3 -46-
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.
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 apart 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.
138634808.3 -47-
SECTION 46. Continuing Disclosure of Information.
A. Definitions. As used in this Section, the following terms have the meanings ascribed to
such terms below:
EMAIM 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.
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 described in Exhibit C hereto,and(2) if not provided as part
such financial information and operating data, audited financial statements of the City, when and if
available. Any financial statements so to be provided shall be (1) prepared in accordance with the
accounting principles described in Exhibit C hereto,or such other accounting principles as the City may be
required to employ from time to time pursuant to state law or regulation, and (11) 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;
138634808.3 -48-
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers,or their failure to perform;
(6) Adverse tax opinions,the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax status of the Bonds;
(7) Modifications to rights of Holders of the Bonds,if material;
(8) Bond calls,if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall
occur as described below;
(13) The consummation of a merger,consolidation,or acquisition involving the City or
the sale of all or substantially all of its assets, other than in the ordinary course of business, the
entry into of a definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions,other than pursuant to its terms,if material;
(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.
138634808.3 -49-
The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with this Section by the time required by this Section.
D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as,the City remains an
"obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any
event will give notice of any deposit that causes the Bonds to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the
Bonds,and nothing in this Section,express or implied,shall give any benefit or any legal or equitable right,
remedy, or claim hereunder to any other person. The City undertakes to provide only the financial
information, operating data, financial statements, and notices which it has expressly agreed to provide
pursuant to this Section and does not hereby undertake to provide any other information that may be relevant
or material to a complete presentation of the City's financial results, condition, or prospects or hereby
undertake to update any information provided in accordance with this Section or otherwise, except as
expressly provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,FOR
DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,WHETHER
NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN
THIS SECTION,BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,IN CONTRACT OR
TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION
FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall constitute
a breach of or default under this Ordinance for purposes of any other provision of this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of
the City under federal and state securities laws.
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.
138634808.3 -50-
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
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 E, 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 OnlSystem. 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 D (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 (1)the accuracy of the
records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the
Bonds, (11)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
138634808.3 -51-
of redemption, or (111)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. However,the City will not discontinue the use of DTC without prior notice and consent
of the Purchaser for so long as the Purchaser is the Holder of any of the Bonds. At that time,the City may
determine that the Bonds shall be registered in the name of and deposited with a successor depository
operating a securities depository system, as may be acceptable to the City, or such depository's agent or
designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository
system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or
exchanging the Bonds shall designate,in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is
registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of,
premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and
given, respectively, in the manner provided in the Representation Letter.
SECTION 48. Further Procedures. The officers and employees of the City are hereby authorized,
empowered and directed from time to time and at any time to do and perform all such acts and things and
to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all
such instruments, whether or not herein mentioned, as may be 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 application to the Purchaser. 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 (1) correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Ordinance, (11) obtain a rating
from any of the national bond rating agencies, or (111) 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.
138634808.3 -52-
SECTION 50. No Recourse Against City Officials. No recourse shall be had for the payment of
principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance
against any official of the City or any person executing any Bond.
SECTION 51. Automatic Budget Amendments to Reflect Final Debt Service Payments. To the
extent that the City Council has adopted an annual budget that includes payment of debt service on any
Bonds issued (or to be issued)pursuant to this Ordinance based on the City's reasonable expectations and
projections relative to those Bonds,such budget entries shall,upon the issuance of Bonds,be automatically
adjusted to reflect actual debt service payments on those Bonds coming due during the period of time
covered by such budget. 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.
SECTION 53. Application to Texas Water Development Board. The City Council ratifies and
confirms its prior approval of the form and content of the Application to the Texas Water Development
Board (the Application) prepared in connection with the sale of the Bonds to the Purchaser and hereby
approves the form and content of any addenda, supplement, or amendment thereto.
SECTION 54. Authorization of a Financing Agreement with the Texas Water Development
Board. The City Council authorizes the execution of a Financing Agreement between the City and the
Purchaser in substantially the form attached hereto as Exhibit G. Each Authorized Official is hereby
authorized to finalize the Financing Agreement with the Purchaser and to approve any amendments or
revisions to the Financing Agreement. Additionally, each Authorized Official is authorized to execute and
submit the Financing Agreement to the Purchaser and appear before the Purchaser, along with Bond
Counsel, Financial Advisor,and consulting engineers.
SECTION 55. Construction of Terms. If appropriate in the context of this Ordinance, words of
the singular number shall be considered to include the plural,words ofthe 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 56. 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, 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 57. 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.
138634808.3 -53-
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 58. 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.)
138634808.3 -54-
SIGNED AND SEALED THIS 30 DAY OF , 2024.
ZORPUS CHRISTI, TEXAS
r
AT S
City Secretary
'APPROVED THIS ab DAY OF�2024:
--�/
Z?
Miles Risley, City Attorney
Signature page to the Ordinance
S-1
THE STATE OF TEXAS §
COUNTIES OF NUECES, §
ARANSAS, KLEBERG,AND §
SAN PATRICIO §
CITY OF CORPUS CHRISTI §
I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the
above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City
of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 30 day of XV 2024,
authorizing the issuance of one or more series of the City's Utility System Senior Lien Revenue
Improvement Bonds, which ordinance is duly of record in the minutes of said City Council, and said
meeting was open to the public,and public notice of the time,place and purpose of said meeting was given,
all as required by Texas Government Code,Chapter 551,
EXECUTED UNDER MY HAND AND SEAL of said City,this the30 DAY OF�1 ,2024.
City Secretary
(C1i'IiE
I
Signature page to the Ordinance
S-2
The foregoing ordinance was read for the first time and passed to its second reading on this the 8 day
of,M ,2024, by the following vote:
Paulette Guajardo Jim Klein '
Roland Barrera Mike Pusley `
Sylvia Campos Everett Roy
Gil Hernandez A Dan Suckley
Michael Hunter X-lq
That the foregoing ordinance was read for the second time and passed finally on this the day of
2024, by the following vote:
Paulette Guajardo A Jim Klein
Roland Bari-era A--I Mike Pusley
Sylvia Campos Everett Roy
Gil Hernandez Dan Suckley
Michael Hunter AQ L
PASSED AND APPROVED,this the 3b day of 2024.
A TEST:
Rebecca Huerta Paulette Guajardo
City Secretary Mayor
Signature page to the Ordinance
S-3
INDEX TO SCHEDULES AND EXHIBITS
Schedule L.....................Approval Certificate
Exhibit A.......................Paying Agent/Registrar Agreement
Exhibit B.......................Escrow Agreement
Exhibit C.......................Description of Annual Financial Information
Exhibit D....................... DTC Letter of Representations
Exhibit E.......................General Policies and Procedures Concerning Compliance With the Rule
Exhibit F................Form of Reimbursement Agreement
Exhibit G................Financing Agreement
Index-1
SCHEDULEI
Approval Certificate
See Tab No. 2
138634808.3 Schedule 11-1
EXHIBIT A
Paying Agent/Registrar Agreement
See Tab No. 4
138634808.3 A-1
EXHIBIT B
Escrow Agreement
See Tab No. 5
138634808.3 B-1
EXHIBIT C
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
Application referred to)below:
The City's audited financial statements for the most recently concluded Fiscal Year or to the extent
these audited financial statements are not available, the portion of the unaudited financial
statements of the City referenced in the Application, but for the most recently concluded Fiscal
Year.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the
notes to the financial statements referred to above.
138634808.3 C-1
EXHIBIT D
DTC Letter of Representations
See Tab No. 6
138634808.3 D-1
EXHIBIT E
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 ofthe 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;
138634808.3 E-I
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.
138634808.3 E-2
EXHIBIT F
Form of Reimbursement Agreement
Not applicable
138634808.3 F-1
EXHIBIT G
Financing Agreement
138634808.3 G-1
Docusign Envelope ID: F6603451-6E88-4F76-88A1-F74D6B83971F
n'ELOA
3`rF4l �j��a
FINANCING AGREEMENT
This FINANCING AGREEMENT (Agreement) is entered into between the TEXAS WATER
DEVELOPMENT BOARD (TWDB), an agency of the State of Texas, and the CITY OF CORPUS
CHRISTI (City). The TWDB and the City may be referred to as the "Party" or "Parties"in this
Agreement.
RECITALS
WHEREAS,the TWDB adopted Resolution No. 24-063 (Attachment A, referred to as
the Resolution) on July 23, 2024, making a commitment to the City for financial assistance
in the amount of$S3S,110,000 from the State Water Implementation Revenue Fund for
Texas (SWIRFT) administered by the TWDB; and
WHEREAS,through this Agreement,the City intends to sell to the TWDB the City's
$10,000,000 City of Corpus Christi, Texas Utility System Senior Lien Revenue Improvement
Bonds, Proposed Series 2024B (City's Bonds) for the TWDB's financial assistance from the
SWIRFT, as further described in Attachment B; and
WHEREAS,the City Council of the City adopted Ordinance No. 033270 on January
30, 2024 (the Bond Ordinance),which authorized the execution of this Agreement and
approved the sale of the City Bonds pursuant to a delegated sale; and
WHEREAS, in the Bond Ordinance,the City Council delegated to certain City officials
the authority to establish the final terms of the sale of the City Bonds,which final terms will
be evidenced in an "Approval Certificate"related to the City Bonds; and
WHEREAS,the City shall execute (a) separate financing agreement(s) for the
remaining amount(s) of the commitment made in the Resolution at a date or dates to be
determined by the Executive Administrator of the TWDB; and
WHEREAS,the SWIRFT is funded in part with proceeds of the expected issuance of
TWDB's revenue bonds (SWIRFT Bonds), issued under authority of Texas Water Code
§§ 1S.472 and 1S.47S,and Texas Constitution,Article III, Section 49-d-13; and
WHEREAS,the SWIRFT Bonds are additionally secured by money made available
under the terms of a bond enhancement agreement executed under authority of Texas
Water Code §§ 1S.434 and 1S.43S, and Texas Constitution,Article III, Section 49-d-12; and
1
Docusign Envelope ID: F6603451-6E88-4F76-88A1-F74D6B83971F
WHEREAS,the SWIRFT is funded, in part,with money received as repayment of
financial assistance provided from the SWIRFT, under Texas Water Code § 15.472,which is
used to pay the principal and interest on the SWIRFT Bonds, under Texas Water Code
§ 15.474, and Texas Constitution,Article III, Section 49-d-13(d) and (f); and
WHEREAS,the Resolution provides that funding the commitment is contingent on
future sales of SWIRFT Bonds designated by the TWDB; and
WHEREAS,the TWDB intends to provide financial assistance from the SWIRFT to
the City with proceeds of SWIRFT Bonds designated by the TWDB; and
WHEREAS,the TWDB and the City desire to enter into this Agreement to set forth
the obligations of the Parties with respect to the TWDB providing financial assistance to the
City consistent with the desire of the TWDB to issue SWIRFT Bonds to provide money for
the SWIRFT.
NOW, THEREFORE, for and in consideration of the promises and the mutual
covenants contained in this Agreement,the TWDB and the City agree as follows:
AGREEMENT
SECTION 1. MUTUAL COMMITMENTS.As further described in the Resolution,the TWDB
committed to the City and the City hereby commits to borrow from the TWDB an amount
not to exceed $10,000,000 from the SWIRFT to be evidenced by the issuance and delivery
of City Bonds to the TWDB consistent with the terms and conditions described in this
Agreement,Attachment A,Attachment B, and Attachment C.
SECTION 2. TRANSACTION SCHEDULE AND PRICING. By execution of this Agreement,the
City acknowledges and represents that it has a current need for financial assistance from
the TWDB and shall take all necessary steps to issue and deliver the City Bonds to evidence
the commitment described in Section 1. The City further acknowledges and understands
that the TWDB is entering into this Agreement for the sole purpose of issuing SWIRFT
Bonds to fund the TWDB commitment described in the Resolution and in this Agreement.
The City acknowledges that the SWIRFT Bonds, the subject of this Agreement, are being
issued for the purpose of funding the City's requested financial assistance.
With respect to the City Bonds and the SWIRFT Bonds,the Parties agree to structure such
public securities in a manner that will allow for substantially similar terms, redemption
provisions, and related matters to allow the TWDB to timely pay the debt service on the
SWIRFT Bonds. The foregoing notwithstanding,the TWDB consents to early redemption, or
prepayment of the City Bonds, as provided for in this Agreement and the Resolution. The
City Bonds may be prepaid by the City on any date beginning on or after the first scheduled
interest payment date that occurs no earlier than 10 years from the dated date of the City
Bonds. To confirm the terms of the City Bonds and the SWIRFT Bonds,the City shall
execute this Agreement.
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In order to mutually assure the performance of the Parties under this Agreement,the
Parties agree that the issuance and delivery of the SWIRFT Bonds and the issuance and
delivery of the City Bonds to TWDB shall occur not more than fifty-six (S6) days apart as
reflected in Attachment C. Notwithstanding the foregoing, the Parties intend and expect
that the TWDB issue and deliver its SWIRFT Bonds approximately fourteen (14) days after
execution of the TWDB's Bond Purchase Agreement or such date as may be mutually
agreed to in Attachment C.
SECTION 3. BINDING COMMITMENT. The TWDB agrees to take all necessary steps to issue
the SWIRFT Bonds for the purposes described in this Agreement and in the Resolution
upon receipt of this Agreement,which shall be signed and delivered by the City to the
Executive Administrator of the TWDB at least nineteen (19) days before the initiation of
the pricing of the SWIRFT Bonds, as set forth in Attachment C. The City acknowledges that
the schedule provided in Attachment C is a best estimate by the TWDB and is subject to
change by the TWDB. The TWDB expressly reserves the right to modify Attachment C at
any time and shall provide the City with an updated Attachment C as soon as practicable
upon any modification; provided that, if such modification of Attachment C occurs before
the initiation of pricing of the SWIRFT Bonds and such modification results in an earlier
scheduled pricing date, no such modification of Attachment C may result in the City having
fewer than five (S) days between the receipt of the modified schedule and the TWDB
posting the Preliminary Official Statement for the SWIRFT Bonds.
SECTION 4.TERMINATION & BREACH OF AGREEMENT.
A. The Parties agree that the City may terminate this Agreement in writing with no penalty
at any time up to fourteen (14) days before the initiation of the pricing of the SWIRFT
Bonds, as set forth in Attachment C.
B. The City understands and agrees that the City may terminate this Agreement in writing
between thirteen (13) days and six (6) days prior to the initiation of the pricing of the
SWIRFT Bonds (currently estimated to occur on September 2S, 2024) as set forth in
Attachment C, provided the City agrees to reimburse the TWDB from lawfully available
funds of the City for its proportional share of transaction costs incurred by the TWDB,
such as,but not limited to, any fees or costs related to any rating agency, financial
advisor, legal counsel, or other similar party or related costs pertaining to the SWIRFT
Bonds in an amount not to exceed $7,331.00 (Transaction Cost Payment). The City shall
be obligated to pay such costs to the TWDB no later than March S, 2025.
C. The City understands and agrees that the City may terminate this Agreement in writing
within five (S) days prior to the initiation of the pricing of the SWIRFT Bonds as set
forth in Attachment C and no later than 9:00 am Central Standard Time on the day
before the TWDB Bond Pricing, provided the City agrees to pay to the TWDB from
lawfully available funds 1.0 percent of the amount of the commitment authorized in
Section 1 of this Agreement (Pre-pricing Termination Payment), and additionally shall
reimburse the TWDB from lawfully available funds of the City its Transaction Cost
Payment. The City shall be obligated to pay such costs to the TWDB no later than March
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S, 2025.The City understands and agrees that termination under this section will result
in a total penalty amount of$107,331.00.
D. The City understands and agrees that TWDB would suffer and incur severe and
irreparable damages if the City Bonds are not issued and delivered. Failure to issue the
City Bonds by the date specified in Attachment C, as contemplated in this Agreement,
shall be a breach of this Agreement and the City shall pay, from lawfully available funds
of the City, a "Post-pricing Termination Payment"to the TWDB. The Post-pricing
Termination Payment shall be an amount equal to S.0 percent of the amount of the
commitment authorized in Section 1 of this Agreement. The City shall pay the Post-
pricing Termination Payment to the TWDB no later than March S, 2025. The City shall
also reimburse the TWDB from lawfully available funds of the City, its Transaction Cost
Payment, plus the City's proportional share of the underwriters' discount incurred by
the TWDB, no later than March S, 2025. The City understands and agrees that failure by
the City to issue the City Bonds by the date specified in Attachment C,will result in a
total penalty amount pursuant to this section not to exceed $SS4,844.00.
SECTION S.AMORTIZATION STRUCTURE. The City shall provide the TWDB a maturity
schedule in the form set forth in Attachment B at the time of execution of this Agreement.A
final amortization structure will be required at least fourteen (14) days before the
initiation of pricing of the SWIRFT Bonds in accordance with the provisions of this
Agreement. The par amount included in Attachment B may be revised, subject to approval
by the Executive Administrator of the TWDB, at any time up to the fourteenth (14) day
before the initiation of pricing of the SWIRFT Bonds with no penalty.
The final amortization schedule adopted by the City as included in the City's Private
Placement Memorandum, Bond Ordinance, and Approval Certificate must reflect the final
amortization structure set forth in Attachment B. The City must provide the TWDB a final
amortization schedule at least seven (7) days prior to execution of the Approval Certificate.
To the extent the amortization schedule included in Attachment B does not match the
amortization schedule included in the finally adopted bonds,the City will be subject to the
penalty described above in Section 4D.
SECTION 6. CONTINGENCIES.
A. The Parties agree that the TWDB's obligation to purchase the City's Bonds with the
SWIRFT is contingent upon the TWDB receiving all legally required approvals for the
issuance of the SWIRFT Bonds from the Legislative Budget Board,the Bond Review
Board, and the Texas Attorney General. The TWDB's obligation to purchase the City's
Bonds with the SWIRFT is also contingent upon the purchase and delivery of the
SWIRFT Bond proceeds by the underwriters pursuant to the Bond Purchase Agreement
relating to the SWIRFT Bonds.
Accordingly, if any contingency described in the preceding paragraph above is unmet,
the TWDB, upon delivery of written notice thereof to the City, may extend or terminate
this Agreement together with all of its obligations and duties without incurring any
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cost, fee, or penalty for either the TWDB or the City.
B. The Parties agree that the City's obligation to issue and deliver the City Bonds is
contingent upon approval by the Texas Attorney General of the City Bonds. The City
agrees to use its best efforts to obtain approval by the Texas Attorney General of the
City Bonds to satisfy the closing requirements set forth in Section 2 of this Agreement.
To this end,the City agrees as follows:
(1) City shall timely file the transcript of proceedings for the City Bonds with the Texas
Attorney General in accordance with the schedule contained in Attachment C;
(2) City shall comply with the requirements and conditions contained in the Resolution;
(3) City shall provide the TWDB with a copy of the preliminary approval letter from the
Texas Attorney General promptly upon receipt;
(4) City shall provide the TWDB with a copy of its responses to the preliminary
approval letter concurrently with the submission of such responses to the Texas
Attorney General; and
(5) City shall allow TWDB to brief the Texas Attorney General on any issues noted in the
preliminary approval letter and initiate or participate in conferences with the Texas
Attorney General related to the approval of the City Bonds.
Accordingly, if, after the City employs its best efforts to obtain approval by the Texas
Attorney General and such approval cannot be obtained by the date specified in
Attachment C,the TWDB, as a matter of law, at its sole discretion, may terminate this
Agreement and upon termination the City shall pay, from any of its lawfully available funds,
the Post-pricing Termination Payment no later than March 5, 2025, as provided in Section
4D. The City shall also reimburse the TWDB from lawfully available funds of the City its
Transaction Cost Payment plus the City's proportional share of the underwriters' discount
no later than March 5, 2025. The City understands and agrees that if the City does not
obtain approval from the Texas Attorney General and issue its City Bonds by the date
specified in Attachment C, it will be subject to a total penalty amount pursuant to this
section not to exceed $554,844.00.
SECTION 7. REDEMPTION OF OUTSTANDING DEBT. Proceeds of the City Bonds shall not be
used, in whole or in part,to redeem outstanding bonds, commercial paper, or other
obligations issued by the City. The City agrees that it will not take or fail to take any action
that will cause the SWIRFT Bonds to be considered to be advance refunding bonds under
Section 149(d) of the Internal Revenue Code of 1986, as amended.
SECTION 8. NOTICES.All notices, agreements or other communications required hereunder
shall be given, and shall be deemed given,when delivered in writing to the address,
facsimile or email of the identified Party or Parties set forth below:
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Texas Water Development Board City of Corpus Christi
Development Fund Manager Attn: Esteban (Steve) Ramos
P.O. Box 13231 P.O. Box 9277
Austin, Texas 78711-3231 Corpus Christi, Texas 78469
Telephone: (512) 475-4584 Telephone: (361) 826-3294
Facsimile: (512) 475-2053 E-mail: EstebanR2@cctexas.com
E-mail: Finance-Debt-Management@twdb.texas.gov
with a copy to the City Attorney's Office
Attn: Miley Risley
Email: MilesR@cctexas.com
SECTION 9. SEVERABILITY. In the event any provision of this Agreement shall be held
illegal, invalid, or unenforceable by any court of competent jurisdiction, such holding shall
not invalidate, render unenforceable, or otherwise affect any of its other provisions.
SECTION 10.AMENDMENTS, SUPPLEMENTS,AND MODIFICATIONS. Other than the
changes allowed under Section 3 and Section 5, this Agreement may be amended,
supplemented, or modified only in a writing executed by duly authorized representatives of
the Parties.
SECTION 11.APPLICABLE LAW. This Agreement and any amendments shall be governed
by and construed in accordance with the laws of the State of Texas.
SECTION 12. STATE AUDIT. By executing this Agreement and delivering the City Bonds,the
City accepts the authority of the Texas State Auditor's Office to conduct audits and
investigations in connection with all state funds received pursuant to this Agreement. The
City shall comply with any directive from the Texas State Auditor and shall cooperate in
any such investigation or audit. The City agrees to provide the Texas State Auditor with
access to any information the Texas State Auditor considers relevant to the investigation or
audit.
SECTION 13. FORCE MAJEURE. Either Party to this Agreement may be excused from
performance under this Agreement for any period when performance is prevented as the
result of an act of God, strike,war, civil disturbance, or epidemic, provided that the Party
experiencing the event of Force Majeure has prudently and promptly acted to take any and
all steps that are within the Party's control to ensure performance and to shorten the
duration of the event of Force Majeure. The Party suffering an event of Force Majeure shall
provide notice of the event to the other Party as soon as practicable but not later than five
business days after the event. Subject to this provision, such nonperformance shall not be
deemed a breach or a ground for termination.
SECTION 14. EFFECTIVE DATE. This Agreement shall be effective as of the date of the last
signature below.
SECTION 15. BINDING AGREEMENT. The execution of this Agreement has been authorized
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by the governing boards of both Parties. The individuals executing this Agreement have the
legal authority to bind each respective Party to the terms and conditions of this Agreement.
The respective commitments of the TWDB and the City set forth above shall be binding
upon the TWDB and the City upon both Parties' execution of this Agreement.
[Remainder of Page Intentionally Left Blank]
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EXECUTED in multiple counterparts, each of which shall be deemed to be an original.
CITY OF CORPUS CHRISTI,TEXAS
By: Sc V io l/i(,la.Sau�a
Name: Sergio Villasana
Title: Director of Finance
9/6/2024
Date:
APPROVED AS TO FORM:
By: /,/j���
7
Name: Janet Whitehead
Title: Assistant City Attorney
Date: 9/5/2024
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TEXAS WATER DEVELOPMENT BOARD
By: VVVMVT�
Name: Bryan McMath
Title: Executive Administrator
Date: 9/6/2024
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ATTACHMENT A
TWDB RESOLUTION NO. 24-063
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ONE"
A RESOLUTION OF THE TEXAS WATER DEVELOPMENT BOARD
APPROVING AN APPLICATION FOR FINANCIAL ASSISTANCE TO
THE CITY OF CORPUS CHRISTI
IN THE FORM OF A MULTI-YEAR COMMITMENT
FROM THE STATE WATER IMPLEMENTATION REVENUE FUND FOR TEXAS
THROUGH THE PROPOSED PURCHASE OF $535,110,000 CITY OF CORPUS CHRISTI,
TEXAS UTILITY SYSTEM SENIOR LIEN REVENUE IMPROVEMENT BONDS,
PROPOSED SERIES 2024C, PROPOSED SERIES 2025, PROPOSED SERIES 2026, AND
PROPOSED SERIES 2027
(24-063)
Recitals:
The City of Corpus Christi (City), located in Nueces County, has filed an application
for financial assistance in the amount of$535,110,000 from the State Water Implementation
Revenue Fund for Texas (SWIRFT) to finance the planning, acquisition, design, and
construction of a water supply project(s) identified as Project No. 51052 (Project).
The City seeks financial assistance from the Texas Water Development Board
(TWDB) in the form of a multi-year commitment through the TWDB's proposed purchase of
$535,110,000 City of Corpus Christi, Texas Utility System Senior Lien Revenue
Improvement Bonds, Proposed Series 2024C, Series 2025, Series 2026, and Series 2027
(together with all authorizing documents (Obligations)), all as is more specifically set forth in
the application and in recommendations of the Executive Administrator's staff.
The City has offered a pledge of a senior lien on the net revenues of the City's utility
system as sufficient security for the repayment of the Obligations.
The commitment is approved for funding under the TWDB's pre-design funding
option, and initial and future releases of funds are subject to 31 TAC § 363.1307.
Subject to the City's use of an approved debt service structure, interest rate subsidies
are available to the City for State Fiscal Year 2024 at up to the following levels: 25% for
financial assistance for a term of 20 years, 18%for financial assistance for a term of 21 to 25
years, and 14% for financial assistance for a term of 26 to 30 years. The interest rate
subsidy applicable to each subsequent proposed series may be different than the interest
rate subsidy available for State Fiscal Year 2024 and will be set through each financing
agreement executed between the TWDB and the City.
The interest rate subsidies provided above are based on assumptions necessary to
generate an optimum debt service structure for the anticipated TWDB SWIRFT bond
issuance and are subject to modification as necessary to preserve and maintain the integrity
of the SWIRFT Program.
mm"
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Findings:
1. The application and assistance applied for meet the requirements of Texas Water
Code, Chapter 15, Subchapters G and H and 31 TAC Chapter 363, Subchapters A
and M.
2. The Project is a recommended water management strategy project in the State Water
Plan adopted pursuant to Texas Water Code § 16.051, in accordance with Texas
Water Code § 15.474(a).
3. The City has submitted and implemented a water conservation plan in accordance
with Texas Water Code § 16.4021 and 31 TAC § 363.1309(b)(1).
4. The City has completed its current water audit and filed it with the TWDB in
accordance with Texas Water Code § 16.0121 and 31 TAC § 358.6.
5. The City acknowledges its legal obligation to comply with any applicable
requirements of federal law related to contracting with disadvantaged business
enterprises and any applicable state law related to contracting with historically
underutilized businesses, in accordance with Texas Water Code § 15.435(h) and 31
TAC § 363.1309(b)(3).
MMM NOW THEREFORE, based on these findings, the TWDB commits to the following:
The TWDB will provide financial assistance to Corpus Christi in the amount of
$535,110,000 from the State Water Implementation Revenue Fund for Texas to be
evidenced by the TWDB's proposed purchase of City of Corpus Christi, Texas Utility
System Senior Lien Revenue Improvement Bonds as follows:
a. $10,000,000 Proposed Series 2024C, to expire on December 31, 2024;
b. $210,045,000 Proposed Series 2025, to expire on December 31, 2025;
c. $210,045,000 Proposed Series 2026, to expire on December 31, 2026;
d. $105,020,000 Proposed Series 2027, to expire on December 31, 2027.
The commitment is subject to the following:
Standard Conditions:
1. This commitment is contingent on a future sale of bonds by the TWDB or on the
availability of funds on hand.
2. This commitment is contingent upon the issuance of a written approving opinion of
the Attorney General of the State of Texas stating that the City has complied with all
of the requirements of the laws under which the Obligations were issued, that the
MOM" Obligations were issued in conformity with the Constitution and laws of the State of
Texas, and that the Obligations are valid and binding obligations of the City.
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3. This commitment is contingent upon the City's continued compliance with all
applicable laws, rules, policies, and guidance as these may be amended from time to
time to adapt to a change in law, in circumstances, or any other legal requirement.
4. This commitment is contingent upon the City executing a separate financing
agreement, approved as to form and substance by the Executive Administrator, and
submitting the executed agreement to the TWDB consistent with the terms and
conditions described in it.
5. Interest rate subsidies for non-level debt service structure are subject to adjustment
by the Executive Administrator.
6. The City shall use a paying agent/registrar in accordance with 31 TAC § 363.42(c)(2)
and shall require the paying agent/registrar to provide a copy of all receipts
documenting debt service payments to the TWDB and to the TWDB's designated
Trustee.
Required Obligation Conditions:
7. The Obligations must provide that the Obligations can be called for early redemption
on any date beginning on or after the first interest payment date that is 10 years from
the dated date of the Obligations, at a redemption price of par, together with accrued
.-•� interest to the date fixed for redemption.
8. The Obligations must provide that the City will comply with all applicable TWDB laws
and rules related to the use of the financial assistance.
9. The Obligations must provide that the City must comply with all conditions as
specified in the final environmental finding of the Executive Administrator when
issued, including the standard emergency discovery conditions for threatened and
endangered species and cultural resources.
10. The Obligations must contain a provision requiring the City to maintain insurance
coverage sufficient to protect the TWDB's interest in the project.
11. The Obligations must include a provision wherein the City, or an obligated person for
whom financial or operating data is presented to the TWDB in the application for
financial assistance either individually or in combination with other issuers of the
City's Obligations or obligated persons, will, at a minimum, regardless of the amount
of the Obligations, covenant to comply with requirements for continuing disclosure on
an ongoing basis substantially in the manner required by the Securities and
Exchange Commission (SEC) in 17 CFR § 240.15c2-12 (Rule 15c2-12) and
determined as if the TWDB were a Participating Underwriter within the meaning of
SEC rule 15c2-12, the continuing disclosure undertaking being for the benefit of the
MM" TWDB and the beneficial owners of the City's Obligations, if the TWDB sells or
otherwise transfers the Obligations, and the beneficial owners of the TWDB's bonds if
the City is an obligated person with respect to the bonds under SEC Rule 15c2-12.
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12. The Obligations must contain a provision requiring the City to levy a tax or maintain
and collect sufficient rates and charges to produce system revenues in an amount
necessary to meet the debt service requirements of all outstanding obligations and to
maintain the funds established and required by the Obligations.
13. The Obligations must include a provision requiring the City to use any proceeds from
the Obligations that are determined to be surplus proceeds remaining after
completion of the Project and completion of a final accounting in a manner approved
by the Executive Administrator.
14. The Obligations must contain a provision that the TWDB may exercise all remedies
available to it in law or equity, and any provision of the Obligations that restricts or
limits the TWDB's full exercise of these remedies shall be of no force and effect.
15. Financial assistance proceeds are public funds and, as such, the Obligations must
include a provision requiring that these proceeds shall be held at a designated state
depository institution or other properly chartered and authorized institution in
accordance with the Public Funds Investment Act, Government Code, Chapter 2256,
and the Public Funds Collateral Act, Government Code, Chapter 2257.
16. Financial assistance proceeds shall not be used by the City when sampling, testing,
removing, or disposing of contaminated soils or media at the Project site. The
Obligations shall include a provision that states the City is solely responsible for
liability resulting from acts or omissions of the City, its employees, contractors, or
agents arising from the sampling, analysis, transport, storage, treatment, recycling,
and disposition of any contaminated sewage sludge, contaminated sediments or
contaminated media that may be generated by the City, its contractors, consultants,
agents, officials, and employees as a result of activities relating to the Project to the
extent permitted by law.
17. The Obligations must include a provision stating that the City shall report to the
TWDB the amounts of Project funds, if any, that were used to compensate historically
underutilized businesses that worked on the Project, in accordance with 31 TAC
§ 363.1312.
18. The Obligations must contain a provision that the TWDB will purchase the
Obligations, acting through the TWDB's designated Trustee, and the Obligations shall
be registered in the name of Cede & Co. and closed in book-entry-only form in
accordance with 31 TAC § 363.42(c)(1).
19. The Obligations must contain a provision stating that the City shall abide by all
applicable construction contract requirements related to the use of iron and steel
products produced in the United States, as required by Texas Government Code,
Chapter 2252, Subchapter G and Texas Water Code § 17.183.
20. The City must immediately notify TWDB in writing of any suit against it by the
Attorney General of Texas under Texas Government Code § 2.103 and Texas Penal
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Code § 1.10(f), related to federal laws regulating firearms, firearm accessories, and
firearm ammunition.
21. The Obligations must provide that the City will submit annually an audit prepared by a
certified public accountant in accordance with generally accepted auditing standards.
22. The Obligations must include a provision that if the collateral or credit pledged by the
City securing the Obligations is rated by a nationally-recognized statistical rating
agency, the City, or other obligated person, will not discontinue the rating issued by a
nationally-recognized statistical rating agency until the underlying Obligations are
retired or no longer held by TWDB.
Tax-Exempt Conditions:
23. The Obligations must include a provision prohibiting the City from using the proceeds
of this financial assistance in a manner that would cause the Obligations to become
"private activity bonds"within the meaning of section 141 of the Internal Revenue
Code as amended (Code) and the Treasury Regulations promulgated under it
(Regulations).
24. The Obligations must provide that no portion of the proceeds of the financial
assistance will be used, directly or indirectly, in a manner that would cause the
Obligations to be "arbitrage bonds"within the meaning of section 148(a) of the Code
and Regulations, including to acquire or to replace funds that were used, directly or
indirectly, to acquire Nonpurpose Investments, as defined in the Code and
Regulations, that produce a yield materially higher than the yield on the TWDB's
bonds issued to provide the financial assistance (Source Series Bonds), other than
Nonpurpose Investments acquired with;
a. proceeds of the TWDB's Source Series Bonds invested for a reasonable
temporary period of up to three (3) years after the issue date of the Source
Series Bonds until the proceeds are needed for the facilities to be financed;
b. amounts invested in a bona fide debt service fund within the meaning of
section 1.148-1(b) of the Regulations; and
C. amounts deposited in any reasonably required reserve or replacement fund to
the extent the amounts do not exceed the lesser of maximum annual debt
service on the Obligations, 125% of average annual debt service on the
Obligations, or 10 percent of the stated principal amount (or, in the case of a
discount, the issue price) of the Obligations.
25. The Obligations must include a provision that the City must take all necessary steps
to comply with the requirement that amounts earned on the investment of gross
�+ proceeds of the Obligations be rebated to the federal government in order to satisfy
the requirements of section 148 of the Code. The Obligations must provide that the
City will:
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a. account for all Gross Proceeds, as defined in the Code and Regulations,
(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 retain all records of the accounting for at least
six years after the final Computation Date. The City may, however, to the
extent permitted by law, commingle Gross Proceeds of its financial assistance
with other money of the City, provided that the City separately accounts for
each receipt and expenditure of the Gross Proceeds and the obligations
acquired with the Gross Proceeds;
b. calculate the Rebate Amount, as defined in the Code and Regulations, with
respect to its financial assistance, not less frequently than each Computation
Date, in accordance with rules set forth in section 148(f) of the Code,
section 1.148-3 of the Regulations, and the associated rulings. The City shall
maintain a copy of the calculations for at least six years after the final
Computation Date;
C. pay to the United States the amount described in paragraph (b) above within
30 days after each Computation Date as additional consideration for providing
financial assistance and in order to induce providing financial assistance by
measures designed to ensure the excludability of the interest on the TWDB's
Source Series Bonds from the gross income of the owners of TWDB's Bonds
for federal income tax purposes;
d. exercise reasonable diligence to ensure that no errors are made in the
calculations required by paragraph (b) and, if an error is made, to discover and
promptly correct the error within a reasonable amount of time, including
payment to the United States of any interest and any penalty required by the
Regulations.
26. The Obligations must include a provision prohibiting the City from taking any action
that would cause the interest on the Obligations to be includable in gross income for
federal income tax purposes.
27. The Obligations must provide that the City will not cause or permit the Obligations to
be treated as "federally guaranteed" obligations within the meaning of section 149(b)
of the Code.
28. The Obligations must contain a covenant that the City will refrain from using the
proceeds of the Obligations to pay debt service on another issue of the borrower's
obligations in contravention of section 149(d) of the Code (related to "advance
refundings").
29. The Obligations must provide that neither the City nor a party related to it will acquire
FMMM any of the TWDB's Source Series Bonds in an amount related to the amount of the
Obligations to be acquired from the City by the TWDB.
Pledge Conditions:
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30. The Obligations shall be on parity with any existing obligations that are secured with
the same pledge of security as the proposed Obligations.
31. The Obligations shall be governed by the additional debt test and reserve
requirement as provided in the outstanding $2,750,000 City of Corpus Christi, Texas
Utility System Junior Lien Revenue Improvement Bonds Series 2017.
Conditions To Close Or For Release Of Funds:
32. Before closing, the City shall submit documentation evidencing the adoption and
implementation of sufficient system rates and charges or, if applicable, the levy of an
interest and sinking tax rate sufficient for the repayment of all system debt service
requirements.
33. Before closing, if not previously provided with the application, the City shall submit
executed contracts for engineering and, if applicable, financial advisor and bond
counsel for the Project that are satisfactory to the Executive Administrator. Fees to be
reimbursed under the contracts must be reasonable in relation to the services
performed, reflected in the contract, and acceptable to the Executive Administrator.
34. Before closing, when any portion of financial assistance is to be held in escrow or in
M-, trust, the City shall execute an escrow agreement or trust agreement, approved as to
form and substance by the Executive Administrator, and shall submit that executed
agreement to the TWDB.
35. Before closing, the City shall provide certification that the average weighted maturity
of the Obligations purchased by the TWDB does not exceed 120% of the average
reasonably expected economic life of the Project.
36. Before closing, the City's bond counsel must prepare a written opinion that states that
the interest on the Obligations is excludable from gross income or is exempt from
federal income taxation. Bond counsel may rely on covenants and representations of
the City when rendering this opinion.
37. Before closing, the City's bond counsel must prepare a written opinion that states that
the Obligations are not "private activity bonds." Bond counsel may rely on covenants
and representations of the City when rendering this opinion.
38. The transcript must include a No Arbitrage Certificate or similar Federal Tax
Certificate setting forth the City's reasonable expectations regarding the use,
expenditure, and investment of the proceeds of the Obligations.
39. The transcript must include evidence that the information reporting requirements of
section 149(e) of the Internal Revenue Code will be satisfied. This requirement may
be satisfied by filing an IRS Form 8038 with the Internal Revenue Service. In addition,
the applicable completed IRS Form 8038 or other evidence that the information
reporting requirements of section 149(e) have been satisfied must be provided to the
Page 7 of 8
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Executive Administrator within fourteen (14) days of closing. The Executive
Administrator may withhold the release of funds for failure to comply.
Special Conditions:
40. Before the release of funds for the costs of planning, engineering, architectural, legal,
title, fiscal, economic investigation, studies, surveys, or designs for that portion of the
Project that proposes surface water or groundwater development, the Executive
Administrator must have either issued a written finding that the City has the right to
use the water that the Project financed by the TWDB will provide or a written
determination that a reasonable expectation exists that such a finding will be made
before the release of funds for construction.
41. Before the release of construction funds for that portion of a Project that proposes
surface water or groundwater development, the Executive Administrator must have
issued a written finding that the City has the right to use the water that the Project
financed by the TWDB will provide.
APPROVED and ordered of record this the 23rd day of July 2024.
TEXAS WATER DEVELOPMENT BOARD
Brooke T. Paup, Chairwoman
DATE SIGNED: �� 0
A EST:
Bryan McMath, Interim Executive Administrator
Page 8 of 8
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ATTACHMENT B
DESCRIPTION OF BORROWER BONDS
Title of Borrower Bonds: $10,000,000 City of Corpus Christi, Texas Utility System
Senior Lien Revenue Improvement Bonds, Series 2024B
Project Name: Seawater Desalination
Project Number: 51052
Aggregate Principal Amount of Borrower Bonds: $10,000,000
Anticipated Closing Date: November 14, 2024
Dated Date: November 14, 2024
First Principal Payment Date: July 15, 2026
First Interest Payment Date: July 15, 2025
Maturity Schedule:
Maturity Principal Amount Maturity Principal Amount
7 15 2026 $ 225,000 7 15 2041 $ 335,000
7 15 2027 230,000 7 15 2042 345,000
7 15 2028 235,000 7 15 2043 360,000
7 15 2029 240,000 7 15 2044 370,000
7 15 2030 245,000 7 15 2045 385,000
7 15 2031 250,000 7 15 2046 400,000
7 15 2032 255,000 7 15 2047 415,000
7 15 2033 265,000 7 15 2048 430,000
7 15 2034 270,000 7 15 2049 445,000
7 15 2035 280,000 7 15 2050 465,000
7 15 2036 285,000 7 15 2051 480,000
7 15 2037 295,000 7 15 2052 500,000
7 15 2038 300,000 7 15 2053 520,000
7 15 2039 310,000 7 15 2054 540,000
7 15 2040 325,000
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ATTACHMENT C
FINANCING SCHEDULE*
DATE ACTION
07 23 2024 TWDB approval of commitments
09 2 2024 Labor Day Holida **
Financing agreement-last day to execute
09 6 2024 19 days prior to initiation of pricing)
Financing agreement(Sec.4A) -last day political subdivisions can terminate
without penalty
09 11 2024 14 days prior to initiation ofpricing)
Financing agreement(Sec. 5) -last day political subdivisions can modify
maturity schedule
09 11 2024 14 days prior to initiation ofpricing)
Financing agreement(Sec.4B) -last day political subdivisions can terminate
09 20 2024 with costs of issuance 5 days prior to initiation ofpricing)
Financing agreement(Sec.4C) -before 9:00 a.m. political subdivisions can
09 25 2024 terminate with costs of issuance and 1%penalty(1 day prior to pricing).
09 25 2024 TWDB bond pricing initiation(pre-pricing begins)
09 26 2024 TWDB bond pricing
10 10 2024 TWDB bond closing(political subdivisions must close within 56 days)
10/11 to
12 5 2024 Closings on political subdivision obligations
10 14 2024 Columbus Day Holiday TWDB open)**
10 17 2024 TWDB approves interest rates available to political subdivisions
Various Political subdivisions adopt bond resolutions and/or master agreements
Political subdivisions submit transcripts to Texas Attorney General in
Various preparation of closing
11 11 2024 Veteran's Day Holiday"
11 28 2024 Thanksgiving Holiday"
11 29 2024 Thanksgiving Holida **
12 5 2024 Last day to close on political subdivision obligations
Financing agreement(Sec. 4D) -penalty applied to any political subdivision
failing to issue debt
Start of post-pricing termination payment period (includes costs of issuance,
12 6 2024 1 underwriters' discount and 5%penalty)
03 5 2025 1 Last due date for payment of penalties
*Preliminary, subject to change
**State agency holidays are reflected to show when TWDB is closed, they are counted towards
deadlines.
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