HomeMy WebLinkAbout033492 ORD - 10/15/2024 CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
COUNTIES OF NUECES, ARANSAS, §
KLEBERG AND SAN PATRICIO §
CITY OF CORPUS CHRISTI §
THE UNDERSIGNED HEREBY CERTIFIES that:
1. On the 15th day of October, 2024, the City Council (the Council of the City of
Corpus Christi, Texas(the City) convened in regular session at its regular meeting place at the City
Hall (the Meeting), the duly constituted members of the Council being as follows:
Paulette Guajardo Mayor
Everett Roy Councilmember, District 1
Sylvia Campos Councilmember, District 2
Roland Barrera Councilmember, District 3
Dan Suckley Councilmember, District 4
Gil Hernandez Councilmember, District 5
Michael Hunter Councilmember, At Large
Jim Klein Councilmember, At Large
Mike Pusley Councilmember, At Large
and all of such persons were present at the Meeting, except the following: none
thus constituting a quorum. Among other business considered at the Meeting, the attached
ordinance (the Ordinance) entitled:
AN ORDINANCE APPROVING AND AUTHORIZING THE ISSUANCE AND
SALE OF THE CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT
REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT
DISTRICT NO. 1 IMPROVEMENT AREA #1 PROJECT); APPROVING THE
2024 ANNUAL UPDATE TO THE SERVICE AND ASSESSMENT PLAN AND
ASSESSMENT ROLL FOR WHITECAP PUBLIC IMPROVEMENT DISTRICT
NO. 1; AND APPROVING AND AUTHORIZING RELATED AGREEMENTS.
was introduced and submitted to the Council for passage and adoption. After presentation and due
consideration of the Ordinance, a motion was made by Councilmember Dan Suckley that the
Ordinance be finally passed and adopted in accordance with the City's Home Rule Charter. The
motion was seconded by Councilmember Gil Hernandez and carried by the following vote:
9 voted "For" 0 voted"Against" 0 abstained
all as shown in the official Minutes of the Council for the Meeting.
139479061.4
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
COUNTIES OF NUECES, ARANSAS, §
KLEBERG AND SAN PATRICIO §
CITY OF CORPUS CHRISTI §
THE UNDERSIGNED HEREBY CERTIFIES that:
1. On the 15th day of October, 2024, the City Council (the Council) of the City of
Corpus Christi, Texas(the City)convened in regular session at its regular meeting place at the City
Hall (the Meeting), the duly constituted members of the Council being as follows:
Paulette Guajardo Mayor
Everett Roy Councilmember, District 1
Sylvia Campos Councilmember, District 2
Roland Barrera Councilmember, District 3
Dan Suckley Councilmember, District 4
Gil Hernandez Councilmember, District 5
Michael Hunter Councilmember, At Large
Jim Klein Councilmember, At Large
Mike Pusley Councilmember, At Large
and all of such persons were present at the Meeting, except the following: none ,
thus constituting a quorum. Among other business considered at the Meeting, the attached
ordinance(the Ordinance)entitled:
AN ORDINANCE APPROVING AND AUTHORIZING THE ISSUANCE AND
SALE OF THE CITY OF CORPUS CHRISTI, TEXAS, SPECIAL ASSESSMENT
REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC IMPROVEMENT
DISTRICT NO. 1 IMPROVEMENT AREA #1 PROJECT); APPROVING THE
2024 ANNUAL UPDATE TO THE SERVICE AND ASSESSMENT PLAN AND
ASSESSMENT ROLL FOR WHITECAP PUBLIC IMPROVEMENT DISTRICT
NO. 1; AND APPROVING AND AUTHORIZING RELATED AGREEMENTS.
was introduced and submitted to the Council for passage and adoption. After presentation and due
consideration of the Ordinance, a motion was made by Councilmember Dan Suckley that the
Ordinance be finally passed and adopted in accordance with the City's Home Rule Charter. The
motion was seconded by Councilmember Gil Hernandez and carried by the following vote:
9 voted"For" 0 voted"Against" 0 abstained
all as shown in the official Minutes of the Council for the Meeting.
139479061.4
SCANNED
2. The attached Ordinance is a true and correct copy of the original on file in the
official records of the City; the duly qualified and acting members of the Council of the City on
the date of the Meeting are those persons shown above, and, according to the records of my office,
each member of the Council was given actual notice of the time,place, and purpose of the Meeting
and had actual notice that the Ordinance would be considered; and the Meeting and deliberation
of the aforesaid public business was open to the public, and written notice of said meeting,
including the subject of the Ordinance, was posted and given in advance thereof in compliance
with the provisions of Chapter 551, as amended, Texas Government Code.
139479061.4 2
IN WITNESS WHEREOF, I have signed my name officially and affixed the sea] of the
City, this 15th day of October, 2024.
CiO Secretary
City of Corpus Christi. Texas
(SEAL)
i e J w
Signature page to the Secretary Certificate
S-1
ORDINANCE NO. 033492
ONE READING ORDINANCE APPROVING AND AUTHORIZING THE
ISSUANCE AND SALE OF THE CITY OF CORPUS CHRISTI, TEXAS, SPECIAL
ASSESSMENT REVENUE BONDS, SERIES 2024 (WHITECAP PUBLIC
IMPROVEMENT DISTRICT NO. 1 IMPROVEMENT AREA #1 PROJECT);
APPROVING THE 2024 ANNUAL UPDATE TO THE SERVICE AND
ASSESSMENT PLAN AND ASSESSMENT ROLL FOR WHITECAP PUBLIC
IMPROVEMENT DISTRICT NO. 1; AND APPROVING AND AUTHORIZING
RELATED AGREEMENTS.
WHEREAS, the City of Corpus Christi, Texas (the "City"), pursuant to and in accordance
with the terms, provisions and requirements of the Public Improvement District Assessment Act,
Chapter 372, Texas Local Government Code (the "PID Act"), has previously established the
"Whitecap Public Improvement District No. 1" (the "District"), pursuant to Resolution No. 032761
adopted by the City Council of the City (the "City Council") on May 17, 2022; and
WHEREAS, pursuant to the PID Act, the City Council published notice of and convened
a public hearing on February 13, 2024, regarding the levy of special assessments against
benefitted property located within the first construction phase of the District ("Improvement Area
#1"), and, after hearing testimony at such public hearing, the City Council closed the public
hearing and adopted an ordinance levying assessments against the benefitting property within
Improvement Area#1 (the "Assessment Ordinance") on February 20, 2024; and
WHEREAS, in the Assessment Ordinance, the City Council approved and accepted the
Whitecap Public Improvement District Improvement Area#1 Service and Assessment Plan, dated
February 20, 2024 (as updated, amended, and/or restated, the "Service and Assessment Plan")
relating to the District and levied special assessments (the "Improvement Area#1 Assessments")
against the Improvement Area #1 Assessed Property as shown on the Improvement Area #1
Assessment Roll that is attached to the Service and Assessment Plan as Exhibit F-1; and
WHEREAS, capitalized terms used in this Ordinance and not otherwise defined herein
shall have the meanings assigned to them in the Service and Assessment Plan; and
WHEREAS, the City is authorized by the PID Act to issue its revenue bonds payable from
the Improvement Area#1 Assessments and other revenues received for the purpose of(i) paying
a portion of the Actual Costs of the Improvement Area #1 Improvements, (ii) funding a reserve
fund for payment of principal and interest on the Bonds Similarly Secured (as defined in the
Indenture (defined below)), (iii) paying a portion of the costs incidental to the organization and
administration of the District, and (iv) paying costs of issuance of the Bonds; and
WHEREAS, the City Council hereby finds and determines that it is in the best interests of
the City to issue its bonds to be designated "City of Corpus Christi, Texas, Special Assessment
Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area#1
Project)" (the "Bonds"), such series to be payable from and secured by the Trust Estate (as
defined in the Indenture); and
WHEREAS, the City Council hereby finds and determines to (i) approve the issuance of
the Bonds to finance a portion of the Actual Costs of the Improvement Area#1 Improvements, as
identified in the Service and Assessment Plan, (ii) approve the form, terms, and provisions of an
Indenture securing the Bonds authorized hereby, (iii) approve the form, terms and provisions of a
Bond Purchase Agreement(defined below) between the City and the purchaser of the Bonds, (iv)
approve a Preliminary Limited Offering Memorandum (defined below) and a Limited Offering
139198996.6/1 001 1 86793
Memorandum (defined below), and (vi) approve the 2024 Annual Service Plan Update (as defined
below); and
WHEREAS, the meeting at which this Ordinance is considered is open to the public as
required by law, and the public notice of the time, place and purpose of said meeting was given
as required by Chapter 551, Texas Government Code; now, therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS:
SECTION 1. Approval of Issuance of Bonds and Indenture of Trust.
(a) The issuance of the Bonds in the principal amount of$22,624,000 for the purpose
of(i) paying a portion of the Actual Costs of the Improvement Area#1 Improvements, (ii) funding
a reserve fund for payment of principal and interest on the Bonds Similarly Secured, (iii) paying a
portion of the costs incidental to the organization and administration of the District, and (iv) paying
costs of issuance of the Bonds.
(b) The Bonds shall be issued and secured under that certain Indenture of Trust (the
"Indenture") dated as of October 1, 2024, between the City and BOKF, NA, as trustee (the
"Trustee"), which Indenture is hereby approved in substantially the form attached hereto as
Exhibit A, which is incorporated herein as a part hereof for all purposes, with such changes or
additions thereto as may be approved by the Mayor or Mayor Pro Tern of the City(upon the advice
of the City Manager) as evidenced by the execution and delivery thereof. The Mayor or Mayor
Pro Tern of the City is hereby authorized and directed to execute the Indenture and the City
Secretary or the Assistant City Secretary is hereby authorized and directed to attest such
signature of the Mayor or Mayor Pro Tern and such officials are hereby authorized to deliver the
Indenture.
(c) The Bonds shall be dated, shall mature on the date or dates and in the principal
amounts, shall bear interest, shall be subject to redemption and shall have such other terms and
provisions as set forth in the Indenture. The Bonds shall be in substantially the form set forth in
the Indenture with such insertions, omissions and modifications as may be required to conform
the form of bond to the actual terms of the Bonds. The Bonds shall be payable from and secured
by the Pledged Revenues (as defined in the Indenture) and other assets of the Trust Estate
pledged to such series, and shall never be payable from ad valorem taxes.
SECTION 2. Sale of Bonds; Approval of Bond Purchase Agreement. The Bonds
shall be sold to FMSbonds, Inc. (the "Underwriter') under that certain Bond Purchase Agreement
(the "Bond Purchase Agreement'), dated the date hereof, between the City and the Underwriter,
substantially in the form attached hereto as Exhibit B which is incorporated herein as a part
hereof for all purposes, which terms of sale are declared to be in the best interests of the City at
the price and on the terms and provisions set forth in the Bond Purchase Agreement. The form,
terms and provisions of the Bond Purchase Agreement are hereby authorized and approved with
such changes as may be necessary or desirable to carry out the intent of this Ordinance and as
approved by the City Manager, such approval to be evidenced by the execution and delivery of
the Bond Purchase Agreement by the Mayor or Mayor Pro Tern of the City. The Mayor or Mayor
Pro Tern of the City is hereby authorized and directed to execute and deliver the Bond Purchase
Agreement.
SECTION 3. Limited Offering Memorandum. The form and substance of the
Preliminary Limited Offering Memorandum for the Bonds and any addenda, supplement or
amendment thereto (the "Preliminary Limited Offering Memorandum") and the final Limited
139198996.6/1001186793 2
Offering Memorandum (the "Limited Offering Memorandum") are hereby in all respects approved
and adopted. The Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum, as thus approved and delivered, with such appropriate variations as shall be
approved by the Mayor or Mayor Pro Tem of the City and the Underwriter, may be used by the
Underwriter in the offering and sale of the Bonds. The City Secretary or the Assistant City
Secretary is hereby authorized and directed to include and maintain a copy of the Preliminary
Limited Offering Memorandum and Limited Offering Memorandum and any addenda, supplement
or amendment thereto thus approved among the permanent records of this meeting. The use and
distribution of the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum in the offering of the Bonds is hereby ratified, approved and confirmed and the
Preliminary Limited Offering Memorandum is hereby deemed "final" as of its date, within the
meaning of Rule 15c2-12 of the Securities and Exchange Commission. Notwithstanding the
approval and delivery of such Preliminary Limited Offering Memorandum and Limited Offering
Memorandum by the Mayor or Mayor Pro Tem, this City Council, including the Mayor and Mayor
Pro Tem, is not responsible for and proclaims no specific knowledge of the information contained
in the Preliminary Limited Offering Memorandum and Limited Offering Memorandum pertaining
to the Development (as defined in the Limited Offering Memorandum), the Developer, or the
Owner or their financial ability, or of any builders, any other landowners, or the appraisal of the
property in the District.
SECTION 4. Continuing Disclosure Agreement. That certain "City of Corpus Christi,
Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District
No. 1 Improvement Area#1 Project) Continuing Disclosure Agreement of Issuer" (the"Continuing
Disclosure Agreement") among the City, P3Works, LLC and BOKF, NA, is hereby authorized and
approved in substantially the form attached hereto as Exhibit C which is incorporated herein as
a part hereof for all purposes and the City Manager, Assistant City Manager, Mayor, and Mayor
Pro Tem of the City are authorized and directed to execute and deliver such Continuing Disclosure
Agreement with such changes as may be required to carry out the purpose of this Ordinance and
as approved by the City Manager, Assistant City Manager, Mayor or Mayor Pro Tem, such
approval to be evidenced by the execution thereof.
SECTION 5. 2024 Annual Update. Pursuant to Sections 372.013 and 372.014 of the
PID Act, the Service and Assessment Plan and Improvement Area #1 Assessment Roll are
required to be reviewed and updated annually. The City Council now desires to proceed with the
adoption of that certain Whitecap Public Improvement District No. 1 2024 Annual Service Plan
Update and updated assessment roll attached thereto as Exhibit D hereto (the "2024 Annual
Service Plan Update"), which 2024 Annual Service Plan Update is hereby accepted as provided.
SECTION 6. Additional Actions. The Mayor, the Mayor Pro Tem, the City Manager,
the Assistant City Manager, the Director of Finance and Procurement, and the City Secretary or
the Assistant City Secretary are each hereby authorized and directed to take any and all actions
on behalf of the City necessary or desirable to carry out the intent and purposes of this Ordinance
and to issue the Bonds in accordance with the terms of this Ordinance. The Mayor, the Mayor
Pro Tem, the City Manager, the Assistant City Manager, the Director of Finance and Procurement,
and the City Secretary or the Assistant City Secretary are each hereby authorized and directed
to execute and deliver any and all certificates, agreements, notices, instruction letters,
requisitions, and other documents which may be necessary or advisable in connection with the
sale, issuance and delivery of the Bonds and the carrying out of the purposes and intent of this
Ordinance or any other certificates, agreements, or other documents subsequent to the delivery
of the Bonds which may be necessary or appropriate to carry out or fulfill the purpose and intent
139198996.6/1001186793 3
of the Service and Assessment Plan and the acquisition and construction of the Improvement
Area #1 Improvements.
SECTION 7. 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 8. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
SECTION 9. Severability. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance or the application
thereof to other circumstances shall nevertheless be valid, and this governing body hereby
declares that this Ordinance would have been enacted without such invalid provision.
SECTION 10. Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural number
shall be considered to include the singular, and words of the masculine, feminine or neuter gender
shall be considered to include the other genders.
SECTION 11. Incorporation of Findings and Determinations. The findings and
determinations of the City Council contained in the preamble of this Ordinance are hereby
incorporated by reference and made a part of this Ordinance for all purposes as if the same were
restated in full in this Section. Furthermore, to the extent any findings and determination of City
Council contained within this Ordinance conflict with the City's PID Policy, as adopted by
Resolution No. 032077, such policy provisions are expressly waived by City Council.
SECTION 12. Effective Date. This Ordinance shall take effect and be in force
immediately from and after its adoption on the date shown below in accordance with Texas
Government Code, Section 1201.028, as amended.
SECTION 13. One Reading. This section constitutes a written request by the mayor or
majority of the members of the Council for this ordinance to be passed finally on the date of
introduction due to emergency. The City Council finds and declares an emergency due to the
need for immediate action necessary for the efficient and effective administration of City affairs;
and suspends the City Charter rule that requires consideration of and voting upon ordinances at
two regular meetings so that this ordinance is passed and takes effect upon first reading as an
emergency measure..
139198996.6/1001186793 4
PASSED, APPROVED AND ADOPTED on the 151" day of October, 2024.
aPUS CHRISTI, TEXAS
7�
Mayor
ATTEST:
Cit Secretary_
APPROVED THIS 151h DAY OF OCTOBER, 2024:
Miles Risley, City Atto
[The remainder of this page intentionally left Blank.]
(Signature page to Bond Ordinance]
•
4,stJS C i1�
.,, nth r
o CITY OF CORPUS CHRISTI
vielor CERTIFICATION OF PUBLIC RECORD
h-LUli itiP Pit':.
185
THE STATE OF TEXAS §
COUNTY OF NUECES §
I, the undersigned City Secretary of the City of Corpus Christi, Texas, so
certify that the following is a true and correct copy of Ordinance No. 033492
passed and approved by the Corpus Christi City Council on October 15, 2024, as
same appears in the Official Records of the City of Corpus Christi, Texas, of which
the City Secretary's Office is the lawful custodian.
WITNESSETH MY HAND and the Official Seal of the City of Corpus Christi,
Texas, this 25th day of October 2024.
-`-Or
Rebecca uerta
City Secretary
Corpus Christi, Texas
(S E A L)
City of Corpus Christi
Rebecca Huerta, City Secretary
P.O. Box 9277
Corpus Christi,Texas 78469-9277
(361) 826-3105
RebeccaH@cctexas.corn
Nueces County
Kara Sands
Nueces County Clerk
•
*VG-57-2024-2024036559*
Instrument Number: 2024036559
Official Public Records
CERTIFIED COPY
Recorded On: October 25, 2024 03:06 PM Number of Pages: 7
" Examined and Charged as Follows: "
Total Recording: $40.00
......... STATE OF TEXAS
i�oONTY c�Ugr��, Nueces County
* .4, *��, I hereby certify that this Instrument was filed in the File Number sequence on the date/time
��� „,; printed hereon,and was duly recorded in the Official Records of Nueces County,Texas
,G4°F IuuE-�s1�", Kara Sands
�\"" Nueces County Clerk *PI‘ct— -a4^0Q4)
Nueces County, TX
***********THIS PAGE IS PART OF THE INSTRUMENT***********
Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law.
File Information: Record and Return To:
Document Number: 2024036559 SARAH BRUNKENHOEFER
Receipt Number: 20241025000130
Recorded Date/Time: October 25, 2024 03:06 PM
User: Dusty G
Station: CLERK02
EXHIBIT A
INDENTURE OF TRUST
See Tab No. 10
139198996.6/1 001 1 86793 A-1
INDENTURE OF TRUST
By and Between
CITY OF CORPUS CHRISTI, TEXAS
and
BO KF, NA,
as Trustee
DATED AS OF OCTOBER 1 , 2024
SECURING
$22,624,000
CITY OF CORPUS CHRISTI, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA #1 PROJECT)
139199012.11
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION .............................................. 3
Section 1.1. Definitions. ............................................................................................. 3
Section1.2. Findings.................................................................................................11
Section 1.3. Table of Contents, Titles and Headings.................................................11
Section 1.4. Interpretation. ........................................................................................11
ARTICLE II THE BONDS SIMILARLY SECURED ...................................................................12
Section 2.1. Granting Clauses...................................................................................12
Section 2.2. Security for the Bonds Similarly Secured...............................................13
Section 2.3. Limited Obligations................................................................................13
Section 2.4. Authorization for Indenture. ...................................................................13
Section 2.5. Contract with Owners and Trustee. .......................................................13
ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING
THE BONDS SIMILARLY SECURED...........................................................................14
Section 3.1. Authorization of the Bonds Similarly Secured. .......................................14
Section 3.2. Date, Denomination, Maturities, Numbers and Interest..........................14
Section 3.3. Conditions Precedent to Delivery of Bonds............................................15
Section 3.4. Medium, Method and Place of Payment. ...............................................16
Section 3.5. Execution and Registration of Bonds Similarly Secured. .......................17
Section 3.6. Refunding Bonds...................................................................................18
Section3.7. Ownership. ............................................................................................18
Section 3.8. Registration, Transfer and Exchange. ...................................................18
Section 3.9. Cancellation. .........................................................................................20
Section 3.10. Temporary Bonds Similarly Secured..........................................20
Section 3.11. Replacement Bonds Similarly Secured. .....................................20
Section 3.12. Book-Entry Only System............................................................21
Section 3.13. Successor Securities Depository: Transfer Outside Book-
Entry-Only System. ...........................................................................................22
Section 3.14. Payments to Cede & Co. ...........................................................22
ARTICLE IV REDEMPTION OF BONDS SIMILARLY SECURED BEFORE MATURITY.........23
Section 4.1. Limitation on Redemption......................................................................23
Section 4.2. Mandatory Sinking Fund Redemption....................................................23
Section 4.3. Optional Redemption.............................................................................24
139199012.11 - i -
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Page
Section 4.4. Extraordinary Optional Redemption.......................................................25
Section 4.5. Partial Redemption................................................................................25
Section 4.6. Notice of Redemption to Owners...........................................................25
Section 4.7. Payment Upon Redemption...................................................................26
Section 4.8. Effect of Redemption.............................................................................26
ARTICLE V FORM OF THE BONDS SIMILARLY SECURED..................................................27
Section 5.1. Form Generally......................................................................................27
Section 5.2. CUSIP Registration. ..............................................................................27
Section5.3. Legal Opinion. .......................................................................................27
ARTICLE VI FUNDS AND ACCOUNTS...................................................................................28
Section 6.1. Establishment of Funds and Accounts...................................................28
Section 6.2. Initial Deposits to Funds and Accounts..................................................29
Section 6.3. Pledged Revenue Fund.........................................................................29
Section6.4. Bond Fund.............................................................................................30
Section 6.5. Project Fund..........................................................................................30
Section 6.6. Redemption Fund..................................................................................31
Section 6.7. Reserve Fund........................................................................................32
Section 6.8. Rebate Fund: Rebate Amount...............................................................34
Section 6.9. Administrative Fund...............................................................................34
Section 6.10. Project Collection Fund..............................................................34
Section 6.11. Investment of Funds. .................................................................35
Section 6.12. Security of Funds.......................................................................36
ARTICLE VII COVENANTS .....................................................................................................36
Section 7.1. Confirmation of Improvement Area#1 Assessments. ............................36
Section 7.2. Collection and Enforcement of Improvement Area#1
Assessments. ...................................................................................................36
Section 7.3. Against Encumbrances..........................................................................37
Section 7.4. Records, Accounts, Accounting Reports................................................37
Section 7.5. Covenants to Maintain Tax-Exempt Status............................................37
ARTICLE VIII LIABILITY OF CITY ...........................................................................................41
ARTICLE IX THE TRUSTEE....................................................................................................42
Section 9.1. Trustee as Paying Agent/Registrar........................................................42
Section 9.2. Trustee Entitled to Indemnity.................................................................42
139199012.11 - i i -
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Page
Section 9.3. Responsibilities of the Trustee...............................................................43
Section 9.4. Trustee Joining in Supplemental Indentures; Supplemental
Indentures Part of Indenture. ............................................................................44
Section 9.5. Property Held in Trust............................................................................45
Section 9.6. Trustee Protected in Relying on Certain Documents. ............................45
Section 9.7. Compensation. ......................................................................................46
Section 9.8. Permitted Acts.......................................................................................46
Section 9.9. Resignation of Trustee. .........................................................................46
Section 9.10. Removal of Trustee....................................................................47
Section 9.11. Successor Trustee.....................................................................47
Section 9.12. Transfer of Rights and Property to Successor Trustee...............48
Section 9.13. Merger, Conversion or Consolidation of Trustee. .......................48
Section 9.14. Security Interest in the Trust Estate. ..........................................48
Section 9.15. Offering Documentation. ............................................................49
Section 9.16. Expenditure of Funds and Risk. .................................................49
Section 9.17. Environmental Hazards..............................................................49
Section 9.18. Accounts, Periodic Reports and Certificates. .............................49
Section 9.19. Construction of Indenture...........................................................49
ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE.................................50
Section 10.1. Amendments Permitted. ............................................................50
Section 10.2. Owners' Meetings. .....................................................................51
Section 10.3. Procedure for Amendment with Written Consent of
Owners. 51
Section 10.4. Effect of Supplemental Indenture...............................................52
Section 10.5. Endorsement or Replacement of Bonds Similarly Secured
Issued After Amendments.................................................................................52
Section 10.6. Amendatory Endorsement of Bonds Similarly Secured. .............52
Section 10.7. Waiver of Default.......................................................................52
Section 10.8. Execution of Supplemental Indenture. .......................................52
ARTICLE XI DEFAULT AND REMEDIES ................................................................................53
Section 11.1. Events of Default. ......................................................................53
Section 11.2. Immediate Remedies for Default................................................53
Section 11.3. Restriction on Owner's Action. ...................................................54
Section 11.4. Application of Revenues and Other Moneys After Default..........55
139199012.11 - III -
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Page
Section 11.5. Effect of Waiver. ........................................................................56
Section 11.6. Evidence of Ownership of Bonds Similarly Secured...................56
Section 11.7. No Acceleration. ........................................................................56
Section 11.8. Mailing of Notice. .......................................................................56
Section 11.9. Exclusion of Bonds Similarly Secured........................................57
Section 11.10. Remedies Not Exclusive. ...........................................................57
Section 11.11. Direction by Owners...................................................................57
ARTICLE XII GENERAL COVENANTS AND REPRESENTATIONS .......................................57
Section 12.1. Representations as to Trust Estate. ...........................................57
Section 12.2. Accounts, Periodic Reports and Certificates. .............................58
Section12.3. General......................................................................................58
ARTICLE XIII SPECIAL COVENANTS.....................................................................................58
Section 13.1. Further Assurances; Due Performance......................................58
Section 13.2. Additional Obligations or Other Liens; Refunding Bonds............58
Section 13.3. Books of Record. .......................................................................59
ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS SIMILARLY
SECURED AND SATISFACTION OF THE INDENTURE.............................................60
Section 14.1. Trust Irrevocable........................................................................60
Section 14.2. Satisfaction of Indenture. ...........................................................60
Section 14.3. Bonds Similarly Secured Deemed Paid......................................60
ARTICLE XV MISCELLANEOUS.............................................................................................61
Section 15.1. Benefits of Indenture Limited to Parties......................................61
Section 15.2. Successor is Deemed Included in All References to
Predecessor. 61
Section 15.3. Execution of Documents and Proof of Ownership by
Owners. 61
Section 15.4. Waiver of Personal Liability........................................................61
Section 15.5. Notices to and Demands on City and Trustee............................62
Section 15.6. Partial Invalidity..........................................................................63
Section 15.7. Applicable Laws.........................................................................63
Section 15.8. Payment on Business Day. ........................................................63
Section 15.9. Counterparts..............................................................................64
Section 15.10. Verifications of Statutory Representations and Covenants.........64
EXHIBIT A Form of Bond............................................................................. 1
139199012.11 - iv -
INDENTURE OF TRUST
THIS INDENTURE, dated as of October 1, 2024 is by and between the CITY OF CORPUS
CHRISTI, TEXAS (the "City"), and BOKF, NA, as trustee (together with its successors, the
"Trustee"). Capitalized terms used in the preambles, recitals and granting clauses and not
otherwise defined shall have the meanings assigned thereto in Article I.
WHEREAS, a petition was submitted and filed with the City Secretary of the City (the "City
Secretary") pursuant to the Public Improvement District Assessment Act, Texas Local
Government Code, Chapter 372, as amended (the "PID Act"), requesting the creation of a public
improvement district located in the corporate limits of the City to be known as Whitecap Public
Improvement District No. 1 (the "District"); and
WHEREAS, the petition contained the signatures of the owners of taxable property
representing more than fifty percent of the appraised value of taxable real property liable for
assessment within the District, as determined by the then current ad valorem tax rolls of the
Nueces County Appraisal District, and the signatures of the property owners who own taxable
real property that constitutes more than fifty percent of the area of all taxable property that is liable
for assessment by the District; and
WHEREAS, on May 17, 2022, after due notice, the City Council of the City (the "City
Council') held a public hearing in the manner required by law on the advisability of the
improvement projects and services described in the petition as required by Section 372.009 of
the PID Act and on May 17, 2022, the City Council made the findings required by
Section 372.009(b) of the PID Act and, by Resolution No. 032761, adopted by a majority of the
members of the City Council, authorized the District in accordance with its finding as to the
advisability of the improvement projects and services and also made findings and determinations
relating to the estimated total costs of certain Authorized Improvements; and
WHEREAS, on May 20, 2022, the City filed and recorded Resolution No. 032761 with the
County Clerk of Nueces County, Texas, the county in which the District is located (the "County");
and
WHEREAS, no written protests of the District from any owners of record of property within
the District were filed with the City Secretary within 20 days after May 17, 2022; and
WHEREAS, on January 23, 2024, the City Council by Resolution No. 033268 made
findings and determinations relating to the Actual Costs of the Authorized Improvements
benefiting Improvement Area #1, received and accepted a preliminary service and assessment
plan and a proposed assessment roll, called a public hearing for February 13, 2024 and directed
City staff to (i) file said proposed assessment roll with the City Secretary and to make it available
for public inspection as required by Section 372.016(b) of the PID Act, and (ii) publish such notice
relating to the February 13, 2024 hearing as required by Section 372.016(b) of the PID Act; and
WHEREAS, on January 28, 2024, the City Council, pursuant to Section 372.016(b) of the
PID Act, published notice of the public hearing in the Corpus Christi Caller-Times, a newspaper
of general circulation in the City, to consider the proposed Service and Assessment Plan and the
Improvement Area #1 Assessment Roll and the levy of the Improvement Area #1 Assessments
on property within Improvement Area#1 of the District; and
WHEREAS, the City Council, pursuant to Section 372.016(c) of the PID Act, mailed notice
of the public hearing to consider the proposed Improvement Area #1 Assessment Roll and the
Service and Assessment Plan and the levy of Improvement Area#1 Assessments on property in
139199012.11
Improvement Area#1 of the District to the last known address of the owners of the property liable
for the Improvement Area#1 Assessments; and
WHEREAS, the City Council opened and convened the hearing on February 13, 2024 and
at such public hearing all persons who appeared, or requested to appear, in person or by their
attorney, were given the opportunity to contend for or contest the proposed Service and
Assessment Plan, the proposed Improvement Area #1 Assessment Roll and the Improvement
Area #1 Assessments, and to offer testimony pertinent to any issue presented on the amount of
the Improvement Area #1 Assessments, the allocation of estimated costs of the Authorized
Improvements benefiting Improvement Area #1, the purposes of the Improvement Area #1
Assessments, the special benefits of the Authorized Improvements benefiting Improvement Area
#1, and the penalties and interest on Improvement Area#1 Annual Installments and on delinquent
Improvement Area #1 Annual Installments of the Improvement Area #1 Assessments, and there
were no written objections or evidence submitted to the City Secretary in opposition to the Service
and Assessment Plan, the allocation of estimated costs of the Authorized Improvements
benefiting Improvement Area #1, the Improvement Area#1 Assessment Roll, and the levy of the
Improvement Area#1 Assessments; and
WHEREAS, the City Council closed the hearing, and, after considering all written and
documentary evidence presented at the hearing, including all written comments and statements
filed with the City, the City introduced and voted on Ordinance No. 033302, then on February 20,
2024, the City passed and adopted Ordinance No. 033302 (the "Assessment Ordinance") which
levied the Improvement Area #1 Assessments and approved the Service and Assessment Plan,
in conformity with the requirements of the PID Act; and
WHEREAS, the City Council found and determined that the Improvement Area #1
Assessments should be levied as provided in the Service and Assessment Plan; and
WHEREAS, the City Secretary or Assistant City Secretary of the City filed a copy of the
Assessment Ordinance in the official records of Nueces County, Texas, on February 23, 2024 as
Document No. 2024005581, which date was not later than the seventh day after the date the City
Council approved the Assessment Ordinance and the Service and Assessment Plan as required
by the PI D Act; and
WHEREAS, the City Council is authorized by the PID Act to issue its revenue bonds
payable from the Improvement Area#1 Assessments for the purpose of(i) paying a portion of the
Actual Costs of the Improvement Area #1 Improvements, (ii) funding a reserve fund for payment
of principal and interest on the Bonds Similarly Secured, (iii) paying a portion of the costs
incidental to the organization and administration of the District, and (iv) paying costs of issuance
of the Bonds; and
WHEREAS, the City Council now desires to issue revenue bonds, in accordance with the
PID Act, such bonds to be entitled "City of Corpus Christi, Texas, Special Assessment Revenue
Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area#1 Project)",
such Bonds being payable solely from the Trust Estate and for the purposes set forth in the
preamble of this Indenture; and
WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms
set forth in this Indenture;
THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds
Similarly Secured issued and secured hereunder are to be issued, authenticated, and delivered
and the Trust Estate hereby created, assigned, and pledged is to be dealt with and disposed of
under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts,
139199012.11 - 2 -
uses, and purposes as hereinafter expressed, and the City has agreed and covenanted, and does
hereby agree and covenant, with the Trustee and with the respective Owners from time to time of
the Bonds Similarly Secured as follows:
ARTICLE I
DEFINITIONS, FINDINGS AND INTERPRETATION
Section 1.1. Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in
this Indenture, the following terms shall have the meanings specified below:
"Account" means any of the accounts established pursuant to Section 6.1 of this Indenture.
"Actual Costs" mean, with respect to Authorized Improvements, the actual costs paid or
incurred by or on behalf of the Developer, (either directly or through affiliates), including: (1) the
costs for the design, planning, financing, administration/management, acquisition, installation,
construction and/or implementation of such Authorized Improvements; (2) the fees paid for
obtaining permits, licenses, or other governmental approvals for such Authorized Improvements;
(3) the costs for external professional services, such as engineering, geotechnical, surveying,
land planning, architectural landscapers, appraisals, legal, accounting, and similar professional
services; (4) the costs for all labor, bonds, and materials, including equipment and fixtures, owing
to contractors, builders, and materialmen engaged in connection with the acquisition,
construction, or implementation of the Authorized Improvements; (5) all related permitting and
public approval expenses, and architectural, engineering, consulting, and other governmental
fees and charges; and (6) costs to implement, administer, and manage the above-described
activities including, but not limited to, a construction management fee equal to four percent (4%)
of construction costs if managed by or on behalf of the Developer.
"Additional Interest" means the amount collected by application of the Additional Interest
Rate.
,,Additional Interest Rate" means the 0.50% additional interest rate charged on the
Improvement Area #1 Assessments securing the Bonds Similarly Secured pursuant to Section
372.018 of the PI D Act.
"Additional Interest Reserve Account' means the reserve account established by Section
6.1(b), administered by the City and segregated from other funds of the City in accordance with
the provisions of Section 6.7 of this Indenture.
"Additional Interest Reserve Requirement' means an amount equal to 5.5% of the
principal amount of the Bonds to be funded from Improvement Area#1 Assessment Revenues to
be deposited to the Pledged Revenue Fund and transferred to the Additional Interest Reserve
Account.
"Additional Obligations" mean any bonds or obligations, including specifically, any
installment contracts, reimbursement agreements, temporary notes or time warrants secured in
whole or in part by an assessment, other than the Improvement Area #1 Assessments securing
the Bonds, levied against property within Improvement Area#1 of the District, in accordance with
the PI D Act.
"Administrative Fund" means that Fund established by Section 6.1(a) and administered
pursuant to Section 6.9 hereof.
139199012.11 - 3 -
"Administrator' means an employee of the City or third-party designee of the City who
shall have the responsibilities provided in the Service and Assessment Plan, this Indenture, or
any other agreement or document approved by the City related to the duties and responsibilities
of the administration of the District. The initial Administrator is P3Works, LLC.
"Annual Collection Costs" mean the actual or budgeted costs and expenses related to the
operation of the District, including, but not limited to, costs and expenses for: (1) the Administrator;
(2) City staff; (3) legal counsel, engineers, accountants, financial advisors, and other consultants
engaged by the City; (4) calculating, collecting, and maintaining records with respect to
Improvement Area#1 Assessments and Improvement Area#1 Annual Installments, including the
costs of foreclosure; (5) preparing and maintaining records with respect to Assessment Rolls and
Annual Service Plan Updates; (6) paying and redeeming Bonds; (7) investing or depositing
Improvement Area#1 Assessments and Improvement Area#1 Annual Installments; (8) complying
with this Service and Assessment Plan, the PID Act, and this Indenture, with respect to the Bonds,
including the City's continuing disclosure requirements; and (9) the paying agent/registrar and
Trustee in connection with Bonds, including their respective legal counsel. Annual Collection
Costs collected but not expended in any year shall be carried forward and applied to reduce
Annual Collection Costs for subsequent years.
"Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds Similarly Secured in such Bond Year, assuming that the Outstanding Bonds
Similarly Secured are retired as scheduled (including by reason of Sinking Fund Installments),
and (ii) the principal amount of the Outstanding Bonds Similarly Secured due in such Bond Year
(including any Sinking Fund Installments due in such Bond Year).
"Annual Installment" shall have the same meaning assigned to such term in the Service
and Assessment Plan.
"Annual Service Plan Update" means the annual review and update of the Service and
Assessment Plan required by the PID Act and the Service and Assessment Plan.
"Applicable Laws" mean the PID Act, and all other laws or statutes, rules, or regulations,
and any amendments thereto, of the State of Texas or of the United States, by which the City and
its powers, securities, operations, and procedures are, or may be, governed or from which its
powers may be derived.
"Assessment Ordinance" means Ordinance No. 033302 adopted by the City Council on
February 20, 2024, which levied the Improvement Area #1 Assessments on the Improvement
Area #1 Assessed Property located within Improvement Area#1 of the District.
"Assessments" shall have the same meaning assigned to such term in the Service and
Assessment Plan.
"Authorized Denomination" means $100,000 and any integral multiple of$1,000 in excess
thereof; provided, however, that if the total principal amount of any Outstanding Bond Similarly
Secured is less than $100,000, then the Authorized Denomination of such Outstanding Bond
Similarly Secured shall be the amount of such Outstanding Bond Similarly Secured.
"Authorized Improvements" mean improvements authorized by Section 372.003 of the PID
Act, including the Common to All Improvements, the Improvement Area#1 Improvements, district
formation expenses, first year annual collection costs, and bond issuance costs, as more
specifically listed in Section III of the Service and Assessment Plan.
139199012.11 - 4 -
"Bond" or"Bonds" mean the City's bonds authorized to be issued by Section 3.1(a) of this
Indenture entitled "City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series
2024 (Whitecap Public Improvement District No. 1 Improvement Area#1 Project)".
"Bond Counsel" means Norton Rose Fulbright US LLP or any other attorney or firm of
attorneys designated by the City that is nationally recognized for expertise in rendering opinions
as to the legality and tax-exempt status of securities issued by public entities.
"Bond Date" means the date designated as the initial date of the respective series of the
Bonds Similarly Secured by Section 3.2 of this Indenture.
"Bond Fund" means the Fund of such name established pursuant to Section 6.1(a) and
administered as provided in Section 6.4.
"Bond Ordinance" means Ordinance No. 033492 adopted by the City Council on October
15, 2024, authorizing the issuance of the Bonds pursuant to this Indenture.
"Bond Pledged Revenue Account" means the Account of such name established pursuant
to Section 6.1(b).
"Bond Similarly Secured" or "Bonds Similarly Secured" means all bonds or any bond
authorized by a bond ordinance and issued in accordance with this Indenture, including the
Bonds, Refunding Bonds and any bonds issued in exchange or replacement thereof as permitted
by this Indenture. For the avoidance of doubt, such term does not include the future improvement
area bonds.
"Bond Year' means the one-year period beginning on September 1 in each year and
ending on August 31 in the following year.
"Business Day" means any day other than a Saturday, Sunday or legal holiday in the State
of Texas observed as such by the City or the Trustee.
"Certificate for Payment" means a certificate substantially in the form of Exhibit A to the
Reimbursement Agreement or otherwise approved by the Developer and a City Representative
executed by a Person approved by a City Representative, delivered to a City Representative and
the Trustee specifying the amount of work performed related to the Improvement Area #1
Improvements and the Actual Costs thereof, and requesting payment for such Actual Costs from
money on deposit in an account of the Project Fund, all as further described in the Reimbursement
Agreement and Section 6.5 herein.
"City Certificate" means a certificate signed by a City Representative and delivered to the
Trustee.
"City Representative" means any official or agent of the City authorized by the City Council
to undertake the action referenced herein, including the City Manager, any Assistant City
Manager, the City Attorney, the Chief Financial Officer, City Secretary, and the Director of Finance
and Procurement.
"Closing Date" means the date of the initial delivery of and payment for each series of
Bonds Similarly Secured. With respect to the Bonds, the Closing Date is October 31, 2024.
139199012.12 - 5 -
"Code" means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions.
"Common to All Improvements" mean those certain Authorized Improvements that confer
a special benefit to all of the property within the District, excluding Non-Benefited Property. The
Common to All Improvements includes the Initial Common to All Improvements (as defined in the
Service and Assessment Plan) as well as future improvements that are to be determined and
identified in future updates to the Service and Assessment Plan.
"Costs of Issuance Account" means the Account of such name established pursuant to
Section 6.1(b).
"Defeasance Securities" mean Investment Securities then authorized by applicable law
for the investment of funds to defease public securities.
"Delinquent Collection Costs" mean, for a Parcel, interest, penalties, and other costs and
expenses authorized by the PID Act that directly or indirectly relate to the collection of delinquent
Improvement Area #1 Assessments, delinquent Improvement Area #1 Annual Installments, or
any other delinquent amounts due under the Service and Assessment Plan, including costs and
expenses to foreclose liens.
"Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar named in this Indenture, the transfer/payment office located in Houston, Texas,
or such other location designated by the Paying Agent/Registrar and (ii) with respect to any
successor Paying Agent/Registrar, the office of such successor designated and located as may
be agreed upon by the City and such successor.
"Developer' means Ashlar Interests, LLC and any successors or assigns thereof.
"Development Agreement" means the Development Agreement— Whitecap North Padre
Island by and between the Developer and the City related to the development of property within
the District, as the same may be amended from time to time.
"District' means the Whitecap Public Improvement District No. 1.
"DTC" shall mean The Depository Trust Company of New York, New York, or any
successor securities depository.
"DTC Participant" shall mean brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Foreclosure Proceeds" mean the proceeds, including interest and penalty interest,
received by the City from the enforcement of the Improvement Area#1 Assessments against any
Improvement Area #1 Assessed Property(ies), whether by foreclosure of lien or otherwise, but
excluding and net of all Delinquent Collection Costs.
"Fund" means any of the funds established pursuant to Section 6.1 of this Indenture.
139199012.11 - 6 -
"Improvement Area #1" means the initial phase to be developed in the District consisting
of approximately 55.9022 acres located within the District, more specifically described in Exhibit
J-2 and depicted on Exhibit A-2 of the Service and Assessment Plan.
"Improvement Area#1 Annual Installment" means, with respect to each Improvement Area
#1 Assessed Property, each annual payment of the Improvement Area#1 Assessments (including
both principal of and interest on the Improvement Area #1 Assessments) as shown on the
Improvement Area #1 Assessment Roll attached to the Service and Assessment Plan as Exhibit
F-1 and related to the Improvement Area #1 Improvements; which annual payment includes
Annual Collection Costs and the Additional Interest collected on each annual payment of the
Improvement Area #1 Assessments as described in Section 6.7 herein and as defined and
calculated in the Service and Assessment Plan or in any Annual Service Plan Update.
"Improvement Area #1 Assessed Property" means any Parcel within Improvement Area
#1 of the District that benefits from the Authorized Improvements and on which an Improvement
Area#1 Assessment is levied as shown on the Improvement Area#1 Assessment Roll and which
includes any and all Parcels within Improvement Area#1 of the District other than Non-Benefited
Property.
"Improvement Area#1 Assessment Revenue" means monies collected by or on behalf of
the City from any one or more of the following: (i) an Improvement Area #1 Assessment levied
against an Improvement Area#1 Assessed Property, or Improvement Area#1 Annual Installment
payment thereof, including any interest on such Improvement Area #1 Assessment or
Improvement Area #1 Annual Installment thereof during any period of delinquency, (ii) a
Prepayment, and (iii) Foreclosure Proceeds.
"Improvement Area#1 Assessment Roll" means the assessment roll for the Improvement
Area#1 Assessed Property within Improvement Area#1 of the District and included in the Service
and Assessment Plan as Exhibit F-1, as updated, modified, or amended from time to time in
accordance with the procedures set forth in the Service and Assessment Plan and in the PID Act.
"Improvement Area #1 Assessments" mean the aggregate assessments, shown on the
Improvement Area#1 Assessment Roll. The singular of such term means the Improvement Area
#1 Assessment levied against an Improvement Area #1 Assessed Property, as shown on the
Improvement Area #1 Assessment Roll, subject to reallocation upon the subdivision of an
Improvement Area #1 Assessed Property, or consolidation of multiple Improvement Area #1
Assessed Properties, or reduction according to the provisions of the Service and Assessment
Plan and the PID Act.
"Improvement Area #1 Improvements" mean the Authorized Improvements which only
benefit property within Improvement Area #1 of the District, as described in Section III.A and
depicted on Exhibit G-2 of the Service and Assessment Plan.
"Improvement Area #1 Improvements Account" means the Account of such name
established pursuant to Section 6.1(b).
"Indenture" means this Indenture of Trust as originally executed, or as it may be from time
to time supplemented or amended by one or more indentures supplemental hereto and entered
into pursuant to the applicable provisions hereof.
"Independent Financial Consultant" means any consultant or firm of such consultants
appointed by the City who, or each of whom: (i) is judged by the City, as the case may be, to have
139199012.11 - 7 -
experience in matters relating to the issuance and/or administration of the Bonds Similarly
Secured; (ii) is in fact independent and not under the domination of the City; (iii) does not have
any substantial interest, direct or indirect, with or in the City, or any owner of real property in the
District, or any real property in the District; and (iv) is not connected with the City as an officer or
employee of the City, but who may be regularly retained to make reports to the City.
"Initial Bond" means, with respect to the Bonds, the initial bond set forth in Exhibit A to this
Indenture, and with respect to any Refunding Bonds, the initial bond set forth in the applicable
Supplemental Indenture.
"Interest Payment Date" means the date or dates upon which interest on any series of
Bonds Similarly Secured is scheduled to be paid until their respective dates of maturity or prior
redemption, such dates being on March 15 and September 15 of each year and commencing,
with respect to the Bonds, on March 15, 2025.
"Investment Securities" mean those authorized investments described in the Public Funds
Investment Act, Texas Government Code, Chapter 2256, as amended; and provided further
investments are, at the time made, included in and authorized by the City's official investment
policy as approved by the City Council from time to time.
"Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond
Year after the calculation is made through the final maturity date of any Outstanding Bonds
similarly Secured.
"Non-Benefited Property" means Parcels within the boundaries of the District that accrue
no special benefit from the Authorized Improvements as determined by the City Council, and are
not assessed.
"Outstanding" means, as of any particular date when used with reference to Bonds
Similarly Secured, all Bonds Similarly Secured authenticated and delivered under this Indenture
except (i) any Bond Similarly Secured that has been canceled by the Trustee (or has been
delivered to the Trustee for cancellation) at or before such date, (ii) any Bond Similarly Secured
for which the payment of the principal or Redemption Price of and interest on such Bond Similarly
Secured shall have been made as provided in Article IV, and (iii) any Bond Similarly Secured in
lieu of or in substitution for which a new Bond Similarly Secured shall have been authenticated
and delivered pursuant to Section 3.10 herein.
"Owner" means the Person who is the registered owner of a Bond Similarly Secured or
Bonds Similarly Secured, as shown in the Register, which shall be Cede & Co., as nominee for
DTC, so long as the Bonds Similarly Secured are in book-entry only form and held by DTC as
securities depository in accordance with Section 3.11 herein.
"Parcel" means a property, within the boundaries of the District, identified by either a tax
map identification number assigned by the Nueces County Appraisal District for real property tax
purposes, by metes and bounds description, by lot and block number in a final subdivision plat
recorded in the official public records of the County, or by any other means as determined by the
City.
"Paying Agent/Registrar' means initially the Trustee, or any successor thereto as provided
in this Indenture.
139199012.11 - 8 -
"Person" or "Persons" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"PID Act" means Texas Local Government Code, Chapter 372, as amended.
"Pledged Funds" mean the Pledged Revenue Fund, the Bond Fund, the Project Fund, the
Reserve Fund, and the Redemption Fund.
"Pledged Revenue Fund" means that fund of such name established pursuant to Section
6.1(a) and administered pursuant to Section 6.3 herein.
"Pledged Revenues" mean the sum of(i) Improvement Area#1 Assessment Revenue less
the Annual Collection Costs and Delinquent Collection Costs, (ii) the moneys held in any of the
Pledged Funds, and (iii) any additional revenues that the City may pledge to the payment of Bonds
Similarly Secured.
"Prepayment' means the payment of all or a portion of an Improvement Area #1
Assessment before the due date of the final Improvement Area #1 Annual Installment thereof.
Amounts received at the time of a Prepayment which represent a payment of principal, interest,
or penalties on a delinquent installment of an Improvement Area #1 Assessment are not to be
considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled
Improvement Area#1 Annual Installment.
"Preserve" means approximately 4.64 acres located within the District more specifically
described in Exhibit J-3 and depicted on Exhibit A-3 of the Service and Assessment Plan. The
Preserve is the location of all Common to All Improvements, and is considered Non-Benefited
Property.
"Principal and Interest Account" means the Account of such name established pursuant
to Section 6.1(b).
"Private Improvements" mean improvements required to be constructed by the Developer
that are not Authorized Improvements but are required to reach final lot completion.
"Project Collection Fund" means that Fund established by Section 6.1(a) and administered
pursuant to Section 6.10 herein.
"Project Fund" means that fund of such name established pursuant to Section 6.1(a) and
administered pursuant to Section 6.5 herein.
"Purchaser' means, with respect to a Series of Bonds Similarly Secured, the initial
underwriter of such Bonds Similarly Secured.
"Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the Regulations.
"Rebate Fund" means that fund of such name established pursuant to Section 6.1(a) and
administered pursuant to Section 6.8 herein.
"Record Date" means the close of business on the last calendar day (whether or not a
Business Day) of the month next preceding an Interest Payment Date.
139199012.11 - 9 -
"Redemption Fund" means that fund of such name established pursuant to Section 6.1(a)
and administered pursuant to Section 6.6 herein.
"Redemption Price" means, when used with respect to any Bond Similarly Secured or
portion thereof, the amount of par plus accrued and unpaid interest to the date of redemption,
unless otherwise provided in a Supplemental Indenture.
"Refunding Bonds" mean Bonds Similarly Secured which are secured by a parity lien, with
the Outstanding Bonds Similarly Secured, on the Trust Estate issued pursuant to Section 3.6
hereof, as more specifically described in a Supplemental Indenture, authorizing the refunding of
all or any portion of the Outstanding Bonds Similarly Secured.
"Register' means the register specified in Article III of this Indenture.
"Reimbursement Agreement" means that certain "PID Reimbursement Agreement
Whitecap Public Improvement District No. 1," effective February 20, 2024 entered into by and
between the City and Developer in which: (1) the Developer on behalf of the Owner agrees to
construct the Authorized Improvements, including the Common to All Improvements and
Improvement Area #1 Improvements, and to fund certain Actual Costs of Authorized
Improvements; (2) the City agrees to reimburse the Developer for Actual Costs of the Authorized
Improvements solely from the revenue collected by the City from Assessments, including Annual
Installments thereof, and/or from the net proceeds of PID Bonds, if issued; and (3) provides for
the terms of payment of principal plus interest on each Reimbursement Obligation shown on
Schedule I of the Service and Assessment Plan.
"Reimbursement Obligation" means a reimbursement obligation, including but not limited
to the Reimbursement Obligation allocable to Improvement Area #1, as provided in the
Reimbursement Agreement, related to Actual Costs of Authorized Improvements to be paid to the
Developer under the terms of the Reimbursement Agreement. Each Reimbursement Obligation
shall be set forth on Schedule I attached to the Service and Assessment Plan, and will be updated
at the adoption of each Assessment Ordinance (as defined in the Service and Assessment Plan).
Schedule I will be updated as part of the update to the Service and Assessment Plan (1) each
time the City levies an Assessment, (2) when PID Bonds are issued, or (3) with each Annual
Service Plan Update to reflect annual principal paid with Annual Installments collected.
"Reserve Account" means the Account of such name established pursuant to Section
6.1(b).
"Reserve Account Requirement" means the least of: (i) Maximum Annual Debt Service on
the Bonds as of the Closing Date of the Bonds, (ii) 125% of average Annual Debt Service on the
Bonds as of the Closing Date of the Bonds, or(iii) 10% of the lesser of the principal amount of the
Outstanding Bonds or the original issue price of the Bonds. As of the Closing Date for the Bonds,
the Reserve Account Requirement is $1,773,180, which is the Maximum Annual Debt Service on
the Bonds as of the Closing Date of the Bonds. The Reserve Account Requirement shall be
adjusted in accordance with Section 13.2, in the event an additional series of Bonds Similarly
Secured is hereafter issued.
"Reserve Fund" means that fund of such name established pursuant to Section 6.1(a) and
administered in Section 6.7 herein.
"Series" means any designated series of Bonds issued under this Indenture.
139199012.11 - 10 -
"Service and Assessment Plan" means the "Whitecap Public Improvement District No. 1
Service and Assessment Plan" dated February 20, 2024, including the Improvement Area #1
Assessment Roll, as hereinafter amended, updated, and/or restated by an Annual Service Plan
Update or otherwise, a version of which is attached as Exhibit A to the Assessment Ordinance.
"Sinking Fund Installment" means the amount of money to redeem or pay at maturity the
principal of Bonds Similarly Secured payable from such installments at the times and in the
amounts provided in Section 4.2 herein.
"Stated Maturity" means the date the Bonds Similarly Secured, or any portion of the Bonds
Similarly Secured, as applicable, are scheduled to mature without regard to any redemption or
prepayment.
"Supplemental Indenture" means an indenture which has been duly executed by the
Trustee and the City Representative pursuant to an ordinance adopted by the City Council and
which indenture amends or supplements this Indenture, but only if and to the extent that such
indenture is specifically authorized hereunder.
"Tax Certificate" means the Certificate as to Tax Exemption delivered by the City on the
Closing Date for each series of the Bonds Similarly Secured setting forth the facts, estimates and
circumstances in existence on such Closing Date which establish that it is not expected that the
proceeds of such series of Bonds Similarly Secured will be used in a manner that would cause
the interest on such Bonds Similarly Secured to be included in the gross income of the Owners
thereof for Federal income tax purposes.
"Trust Estate" means the Trust Estate described in Section 2 of this Indenture.
"Trustee" means BOKF, NA, Houston, Texas, a national banking association duly
organized and validly existing under the laws of the United States of America, with a corporate
trust office in Houston, Texas, serving in its capacity as trustee, and its successors, and any other
corporation or association that may at any time be substituted in its place, as provided in Article
IX, such entity to serve as Trustee and Paying Agent/Registrar for the Bonds Similarly Secured.
Section 1.2. Findings.
The declarations, determinations, and findings declared, made and found in the preamble
to this Indenture are hereby adopted, restated, and made a part of the operative provisions hereof.
Section 1.3. Table of Contents, Titles and Headings.
The table of contents, titles, and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict any of the terms or provisions hereof and shall never
be considered or given any effect in construing this Indenture or any provision hereof or in
ascertaining intent, if any question of intent should arise.
Section 1.4. Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural number
and vice versa.
139199012.11
(b) Words importing persons include any individual, corporation, limited liability
company, partnership, joint venture, association, joint stock company, trust, unincorporated
organization or government or agency or political subdivision thereof.
(c) Any reference to a particular Article or Section shall be to such Article or Section
of this Indenture unless the context shall require otherwise.
(d) This Indenture and all the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein to sustain the validity of this Indenture.
ARTICLE II
THE BONDS SIMILARLY SECURED
Section 2.1. Granting Clauses.
(a) In order to secure the payment of debt service on all Bonds Similarly Secured,
and the performance and observance by the City of all the covenants expressed or implied
herein, the City does hereby grant to the Trustee a security interest in, mortgage, create a first
lien on, and pledge to the Trustee, all of its right, title, and interest, whether now owned or
hereafter acquired, in, to, and under the following (the "Trust Estate"):
(i) All Pledged Revenues, as herein defined, and all moneys and investments
held in the Pledged Funds, including any and all proceeds thereof and any contract or any
evidence of indebtedness relating thereto or other rights of the City to receive any such
moneys or investments, whether now or existing or hereafter coming into existence, and
whether now or hereafter acquired; and
(ii) Any and all other property or money of every name and nature which is,
from time to time hereafter by delivery or by writing of any kind, conveyed, pledged,
assigned or transferred, to the Trustee as additional security hereunder by the City or by
anyone on its behalf or with its written consent, and the Trustee is hereby authorized to
receive any and all such property or money at any and all times and to hold and apply the
same subject to the terms thereof.
(b) The Trustee shall have and hold the Trust Estate, whether now owned or
hereafter acquired or received, in trust upon the terms and trusts herein set forth for the benefit
of all present and future Owners of the Bonds Similarly Secured from time to time issued under
and secured by this Indenture, and for enforcement of payment of the Bonds Similarly Secured
in accordance with their terms, and for the performance and compliance with the obligations,
covenants, and conditions of this Indenture.
Provided, however, if the City or its assigns shall well and truly pay, or cause to be paid, the
principal or redemption price of and the interest on all the Bonds Similarly Secured at the times
and in the manner stated in the Bonds Similarly Secured, according to the true intent and
meaning thereof, then this Indenture and the rights hereby granted shall cease, terminate and
be void; otherwise this Indenture is to be and shall remain in full force and effect.
Except as otherwise provided in the remaining provisions of this Indenture, nothing in this section
of this Indenture shall prohibit the Trustee from bringing any actions or proceedings for the
enforcement of the obligation of the City hereunder except that nothing in this provision shall
prejudice the rights of the Trustee under Articles IX and XI hereof; provided further that the priority
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of payment and the source for the repayment of the debt service on the Bonds Similarly Secured
shall be subject to the terms as set forth herein, including without limitation Article VI herein;
provided further that the right to direct remedies following an Event of Default shall be limited to
the Owners of the Bonds Similarly Secured to the extent provided as set forth in Articles XI and
XV herein.
(c) The Bonds Similarly Secured are to be issued, registered, authenticated, and
delivered, and that the Trust Estate is to be held, dealt with and disposed of by the Trustee, upon
and subject to the terms, covenants, conditions, uses, agreements and trusts set forth in this
Indenture.
Section 2.2. Security for the Bonds Similarly Secured.
The Bonds Similarly Secured, as to both principal and interest, are and shall be equally
and ratably secured by and payable from a first lien on and pledge of the Trust Estate.
The lien on and pledge of the Trust Estate shall be valid and binding and fully perfected
from and after the Closing Date, without physical delivery or transfer of control of the Trust Estate,
the filing of this Indenture or any other act; all as provided in Texas Government Code, Chapter
1208, as amended, which applies to the issuance of the Bonds Similarly Secured and the pledge
of the Trust Estate granted by the City under this Indenture, and such pledge is therefore valid,
effective and perfected. If Texas law is amended at any time while the Bonds Similarly Secured
are Outstanding such that the pledge of the Trust Estate granted by the City under this Indenture
is to be subject to the filing requirements of Texas Business and Commerce Code, Chapter 9, as
amended, then in order to preserve to the registered owners of the Bonds Similarly Secured the
perfection of the security interest in said pledge, the City agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Texas Business and Commerce Code, Chapter 9, as amended, and enable a filing
to perfect the security interest in said pledge to occur.
Section 2.3. Limited Obligations.
The Bonds Similarly Secured are special and limited obligations of the City, payable solely
from and secured solely by the Trust Estate, including the Pledged Revenues and the Pledged
Funds; and the Bonds Similarly Secured shall never be payable out of funds raised or to be raised
by taxation or from any other revenues, properties or income of the City.
Section 2.4. Authorization for Indenture.
The terms and provisions of this Indenture and the execution and delivery hereof by the
City to the Trustee have been duly authorized by official action of the City Council of the City. The
City has ascertained and it is hereby determined and declared that the execution and delivery of
this Indenture is necessary to carry out and effectuate the purposes set forth in the preambles of
this Indenture and that each and every covenant or agreement herein contained and made is
necessary, useful or convenient in order to better secure the Bonds Similarly Secured and is a
contract or agreement necessary, useful and convenient to carry out and effectuate the purposes
herein described.
Section 2.5. Contract with Owners and Trustee.
(a) The purposes of this Indenture are to establish a lien and the security for, and to
prescribe the minimum standards for the authorization, issuance, execution and delivery of, the
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Bonds Similarly Secured and to prescribe the rights of the Owners, and the rights and duties of
the City and the Trustee.
(b) In consideration of the purchase and acceptance of any or all of the Bonds
Similarly Secured by those who shall purchase and hold the same from time to time, the
provisions of this Indenture shall be a part of the contract of the City with the Owners, and shall
be deemed to be and shall constitute a contract among the City, the Owners, and the Trustee.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS
SIMILARLY SECURED
Section 3.1. Authorization of the Bonds Similarly Secured.
(a) The Bonds. The Bonds are hereby authorized to be issued and delivered in
accordance with the Constitution and laws of the State of Texas, including particularly the PID
Act, as amended. The Bonds shall be issued in the aggregate principal amount of$22,624,000
for the purpose of (i) paying a portion of the Actual Costs of the Improvement Area #1
Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds
Similarly Secured, (iii) paying a portion of the costs incidental to the organization and
administration of the District, and (iv) paying costs of issuance of the Bonds.
Section 3.2. Date, Denomination, Maturities, Numbers and Interest.
(a) The Bonds shall be dated October 31, 2024 and shall be issued in Authorized
Denominations. The Bonds shall be in fully registered form, without coupons, and shall be
numbered separately from R-1 upward, except the Initial Bond for the Bonds, which shall be
numbered T-1.
(b) Interest shall accrue and be paid on each Bond from the later of the Closing Date
of the Bonds or the most recent Interest Payment Date to which interest has been paid or
provided for, at the rate per annum set forth below until the principal thereof has been paid on
the maturity date specified below or otherwise provided for. Such interest shall be payable
semiannually on March 15 and September 15 of each year, commencing March 15, 2025
computed on the basis of a 360-day year of twelve 30-day months.
(c) The Bonds shall mature on September 15 in the years and in the principal
amounts and shall bear interest as set forth below:
Principal Interest
Years Amount ($) Rate
2031 2,468,000 5.375
2044 7,700,000 6.125
2054 12,456,000 6.500
(d) The Bonds shall be subject to mandatory sinking fund redemption, optional
redemption, and extraordinary optional redemption prior to maturity as provided in Article IV
herein, and shall otherwise have the terms, tenor, denominations, details, and specifications as
set forth in the form of Bond set forth in Exhibit A to this Indenture.
139199012.11 - 14 -
Section 3.3. Conditions Precedent to Delivery of Bonds.
(a) The Bonds shall be executed by the City and delivered to the Trustee, whereupon
the Trustee shall authenticate the Bonds and, upon payment of the purchase price of the Bonds,
shall deliver the Bonds upon the order of the City, but only upon delivery to the Trustee of:
(i) a certified copy of the Assessment Ordinance;
(ii) a certified copy of the Bond Ordinance;
(iii) a copy of the executed Reimbursement Agreement;
(iv) a copy of this Indenture executed by the Trustee and the City;
(v) a copy of the executed Continuing Disclosure Agreement of Issuer;
(vi) a copy of the executed Continuing Disclosure Agreement of Developer;
(vii) a copy of the executed opinion of Bond Counsel;
(viii) the approving opinion of the Attorney General of the State and the State
Comptroller's registration certificate; and
(ix) a City Certificate directing the authentication and delivery of the Bonds,
describing the Bonds to be authenticated and delivered, designating the purchasers to
whom the Bonds are to be delivered, stating the purchase price of the Bonds and stating
that all items required by this Section are therewith delivered to the Trustee in form and
substance satisfactory to the City.
(b) Each Series of Refunding Bonds shall be executed by the City and delivered to
the Trustee, whereupon the Trustee shall authenticate such Refunding Bonds and, upon
payment of the purchase price of such Series of Refunding Bonds, shall deliver such series of
Refunding Bonds upon the order of the City, but only upon delivery to the Trustee of:
(i) the items described in Section 3.3(a)(v) and (vii), if any, above;
(ii) a certified copy of the ordinance of the City Council authorizing the
issuance of such Series of Refunding Bonds and all actions necessary therefor;
(iii) an original executed counterpart of the Supplemental Indenture for such
Series of Refunding Bonds that establishes, among other things, the date, rate or rates of
interest on, interest payment dates, maturity dates, redemption and all other terms and
provisions of such Series of Refunding Bonds, which such terms shall include a deposit
into the Reserve Account of the Reserve Fund of an amount equal to the Reserve Account
Requirement taking into account the then Outstanding Bonds Similarly Secured and the
Refunding Bonds then proposed to be issued;
(iv) a City Certificate, including the requisite information as set forth in Section
3.3(a)(5) above, to the effect that the issuance of such Series of Refunding Bonds
complies with the requirements contained herein and in each Supplemental Indenture,
including the requirements contained in Section 13.2(c) below; and
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(v) the City Representative shall certify to the Trustee in writing that the City is
not in default in the performance and observance of any of the terms, provisions and
conditions applicable to the City contained herein or in any Supplemental Indenture.
Section 3.4. Medium, Method and Place of Payment.
(a) Principal of and interest on the Bonds Similarly Secured shall be paid in lawful
money of the United States of America, as provided in this Section.
(b) Interest on the Bonds Similarly Secured shall be payable to the Owners thereof
as shown in the Register at the close of business on the relevant Record Date; provided,
however, that in the event of nonpayment of interest on a scheduled Interest 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 Trustee, if and when funds for the payment of such interest have
been received from or on behalf of 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 Owner of a Bonds Similarly Secured appearing on the books of the Trustee at the close of
business on the last Business Day preceding the date of mailing such notice.
(c) Interest on the Bonds Similarly Secured shall be paid by check, dated as of the
Interest Payment Date, and sent, United States mail, first-class, postage prepaid, by the Paying
Agent/Registrar to each Owner at the address of each Owner as such appears in the Register
or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and
the Owner; provided, however, the Owner shall bear all risk and expense of such other banking
arrangement.
(d) The principal of each Bond Similarly Secured shall be paid to the Owner of such
Bond Similarly Secured on the due date thereof, whether at the maturity date or the date of prior
redemption thereof, upon presentation and surrender of such Bond Similarly Secured at the
Designated Payment/Transfer Office of the Paying Agent/Registrar.
(e) If the date for the payment of the principal of or interest on the Bonds Similarly
Secured shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the
city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are
required or authorized by law or executive order to close, the date for such payment shall be the
next succeeding day that is not a Saturday, Sunday, legal holiday, or day on which such banking
institutions are required or authorized to close, and payment on such date shall for all purposes
be deemed to have been made on the due date thereof as specified in Section 3.2 of this
Indenture.
(f) Unclaimed payments of amounts due hereunder shall be segregated in a special
account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner
of the Bonds Similarly Secured to which such unclaimed payments pertain. Subject to any
escheat, abandoned property, or similar law of the State of Texas, any such payments remaining
unclaimed by the Owners entitled thereto for two (2) years after the applicable payment or
redemption date shall be applied to the next payment or payments on such Bonds Similarly
Secured thereafter coming due and, to the extent any such money remains after the retirement
of all Outstanding Bonds Similarly Secured, shall be paid to the City to be used for any lawful
purpose. Thereafter, none of the City, the Paying Agent/Registrar, or any other Person shall be
139199012.11 - 16 -
liable or responsible to any Owners of such Bonds Similarly Secured for any further payment of
such unclaimed moneys or on account of any such Bonds Similarly Secured, subject to any
applicable escheat law or similar law of the State of Texas.
Section 3.5. Execution and Registration of Bonds Similarly Secured.
(a) The Bonds Similarly Secured shall be executed on behalf of the City by the Mayor
or Mayor Pro Tern of the City and the City Secretary or Assistant City Secretary, by their manual
or facsimile signatures, and the official seal of the City shall be impressed or placed in facsimile
thereon. Such facsimile signatures on the Bonds Similarly Secured shall have the same effect
as if each of the Bonds Similarly Secured had been signed manually and in person by each of
said officers, and such facsimile seal on the Bonds Similarly Secured shall have the same effect
as if the official seal of the City had been manually impressed upon each of the Bonds Similarly
Secured.
(b) In the event that any officer of the City whose manual or facsimile signature
appears on the Bonds Similarly Secured ceases to hold such office before the authentication of
such Bonds Similarly Secured or before the delivery thereof, such manual or facsimile signature
nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such
office.
(c) Except as provided below, no Bond Similarly Secured shall be valid or obligatory
for any purpose or be entitled to any security or benefit of this Indenture unless and until there
appears thereon the Certificate of Trustee substantially in the form provided herein or in a
Supplemental Indenture, duly authenticated by manual execution by an officer or duly authorized
signatory of the Trustee. It shall not be required that the same officer or authorized signatory of
the Trustee sign the Certificate of Trustee on all of the Bonds Similarly Secured. In lieu of the
executed Certificate of Trustee described above, the Initial Bond delivered at the Closing Date
for such series of Bonds Similarly Secured shall have attached thereto the Comptroller's
Registration Certificate substantially in the form provided herein or in a Supplemental Indenture,
manually executed by the State Comptroller, or by his or her duly authorized agent, which
certificate shall be evidence that such Initial Bond has been duly approved by the Attorney
General of the State, is a valid and binding obligation of the City, and has been registered by the
State Comptroller, including the provisions of Title 6 of the Texas Property Code, as amended.
(d) On each Closing Date for each Series of the Bonds Similarly Secured, one Initial
Bond representing the entire principal amount of such Series of Bonds Similarly Secured,
payable in stated installments to the Purchaser of such series of Bonds Similarly Secured, or its
designee, executed with the manual or facsimile signatures of the Mayor or Mayor Pro Tern and
the City Secretary or Assistant City Secretary, approved by the Attorney General of the State,
and registered and manually signed by the State Comptroller, will be delivered to the Purchaser
of such series of Bonds Similarly Secured or its designee. Upon payment for such Initial Bond,
the Trustee shall cancel the Initial Bond and upon City Certificate deliver to DTC on behalf of the
Purchaser of such Bonds Similarly Secured one registered definitive bond for each year of
maturity of such series of the Bonds Similarly Secured, in the aggregate principal amount of all
bonds for such maturity of such series of the Bonds Similarly Secured, registered in the name of
Cede & Co., as nominee of DTC.
139199012.11 - 1 7 -
Section 3.6. Refunding Bonds.
(a) Except in accordance with the provisions of this Indenture, including Section 13.2,
the City shall not issue additional bonds, notes or other obligations payable from any portion of
the Trust Estate, other than Refunding Bonds. The City reserves the right to issue Refunding
Bonds, the proceeds of which would be utilized to refund all or any portion of the Outstanding
Bonds or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as
authorized by the laws of the State of Texas. Except as limited by the terms of this Indenture,
including Section 13.2, the City reserves the right to incur debt payable from sources other than
the Trust Estate, including revenue derived from contracts with other entities, including private
corporations, municipalities and political subdivisions issued particularly for the purchase,
construction, improvement, extension, replacement, enlargement or repair of the facilities
needed in performing any such contract.
(b) The principal of all Refunding Bonds must be scheduled to be paid, be subject to
mandatory sinking fund redemption or mature on September 15 of the years in which such
principal is scheduled to be paid. All Refunding Bonds must bear interest at a fixed rate and any
interest payment dates for Refunding Bonds must be March 15 and September 15. The date,
rate or rates of interest on, interest payment dates, maturity dates, redemption and all other terms
and provisions of Refunding Bonds shall be set forth in a Supplemental Indenture.
(c) Upon their authorization by the City, the Refunding Bonds of a Series issued
under this Section 3.6 shall be issued and shall be delivered to the purchasers or owners thereof,
but before, or concurrently with, the delivery of said Refunding Bonds to such purchasers or
owners there shall have been filed with the Trustee the items required by Section 3.3(b) above.
Section 3.7. Ownership.
(a) The City, the Trustee, the Paying Agent/Registrar and any other Person may treat
the Person in whose name any Bond Similarly Secured is registered as the absolute owner of
such Bond Similarly Secured for the purpose of making and receiving payment as provided
herein (except interest shall be paid to the Person in whose name such Bond Similarly Secured
is registered on the relevant Record Date) and for all other purposes, whether or not such Bond
Similarly Secured is overdue, and neither the City nor the Trustee, nor the Paying
Agent/Registrar, shall be bound by any notice or knowledge to the contrary.
(b) All payments made to the Owner of any Bond Similarly Secured shall be valid and
effectual and shall discharge the liability of the City, the Trustee and the Paying Agent/Registrar
upon such Bond Similarly Secured to the extent of the sums paid.
Section 3.8. Registration, Transfer and Exchange.
(a) So long as any Bond Similarly Secured remains Outstanding, the City shall cause
the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a Register in
which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar
shall provide for the registration and transfer of Bonds Similarly Secured in accordance with this
Indenture. The Paying Agent/Registrar represents and warrants that it will maintain a copy of
the Register, with a copy thereof filed with the City, and shall cause the Register to be current
with all registration and transfer information as from time to time may be applicable.
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(b) A Bond Similarly Secured shall be transferable only upon the presentation and
surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar with
such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar.
No transfer of any Bond Similarly Secured shall be effective until entered in the Register. If any
Bond Similarly Secured is not presented for payment when the principal thereof becomes due,
either at maturity or otherwise, or at the date fixed for redemption thereof, if funds sufficient to
pay such Bond Similarly Secured shall have been made available to the Trustee, all liability of
the City to the Owner thereof for the payment of such Bond Similarly Secured shall forthwith
cease and be completely discharged, and thereupon it shall be the duty of the Trustee to hold
such fund or funds, without liability for interest thereon, for the benefit of the Owner of such Bond
Similarly Secured who shall thereafter be restricted exclusively to such fund or funds for any
claim of whatever nature on his part under this Indenture, or with respect to, said Bond Similarly
Secured.
(c) The Bonds Similarly Secured shall be exchangeable upon the presentation and
surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for
a Bond Similarly Secured or Bonds Similarly Secured of the same maturity and interest rate and
in any Authorized Denomination and in an aggregate principal amount equal to the unpaid
principal amount of the Bond presented for exchange. The Trustee is hereby authorized to
authenticate and deliver Bonds Similarly Secured exchanged for other Bonds Similarly Secured
in accordance with this Section.
(d) The Trustee is hereby authorized to authenticate and deliver Bonds Similarly
Secured transferred or exchanged in accordance with this Section. A new Bond Similarly
Secured or Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bond Similarly
Secured being transferred or exchanged, at the Designated Payment/Transfer Office, or sent by
United States mail, first class, postage prepaid, to the Owner or his designee. Each transferred
Bond Similarly Secured delivered by the Paying Agent/Registrar in accordance with this Section
shall constitute an original contractual obligation of the City and shall be entitled to the benefits
and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds
Similarly Secured in lieu of which such transferred Bond Similarly Secured is delivered.
(e) Each exchange Bond Similarly Secured delivered in accordance with this Section
shall constitute an original contractual obligation of the City and shall be entitled to the benefits
and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds
Similarly Secured in lieu of which such exchange Bond Similarly Secured is delivered.
(f) No service charge shall be made to the Owner for the initial registration,
subsequent transfer, or exchange for a different Authorized Denomination of any of the Bonds
Similarly Secured. The Paying Agent/Registrar, however, may require the Owner to pay a sum
sufficient to cover any tax or other governmental charge that is authorized to be imposed in
connection with the registration, transfer, or exchange of a Bond Similarly Secured.
(g) Neither the City nor the Paying Agent/Registrar shall be required to issue,
transfer, or exchange any Bond Similarly Secured or portion thereof called for redemption prior
to maturity within 45 days prior to the date fixed for redemption; provided, however, such
limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance
of a Bond Similarly Secured.
139199012.11 - 1 9 -
Section 3.9. Cancellation.
All Bonds Similarly Secured paid or redeemed before scheduled maturity in accordance
with this Indenture, and all Bonds Similarly Secured in lieu of which exchange Bonds Similarly
Secured or replacement Bonds Similarly Secured are authenticated and delivered in accordance
with this Indenture, shall be cancelled, and proper records shall be made regarding such payment,
redemption, exchange, or replacement. The Paying Agent/Registrar shall dispose of cancelled
Bonds Similarly Secured in accordance with the records retention requirements of the Trustee.
Section 3.10. Temporary Bonds Similarly Secured.
(a) Following the delivery and registration of the Initial Bond of a given Series of
Bonds Similarly Secured and pending the preparation of definitive Bonds Similarly Secured for
such Series of Bonds Similarly Secured, the proper officers of the City may execute and, upon
the City's request, the Trustee shall authenticate and deliver, one or more temporary Bonds
Similarly Secured that are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any Authorized Denomination, substantially of the tenor of the definitive Bonds
Similarly Secured in lieu of which they are delivered, without coupons, and with such appropriate
insertions, omissions, substitutions and other variations as the officers of the City executing such
temporary Bonds Similarly Secured may determine, as evidenced by their signing of such
temporary Bonds Similarly Secured.
(b) Until exchanged for Bonds Similarly Secured in definitive form, such Bonds
Similarly Secured in temporary form shall be entitled to the benefit and security of this Indenture.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Trustee the Bonds Similarly Secured in definitive form; thereupon, upon the presentation and
surrender of the Bond Similarly Secured or Bonds Similarly Secured in temporary form to the
Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds Similarly Secured in
temporary form and the Trustee shall authenticate and deliver in exchange therefor a Bond
Similarly Secured or Bonds Similarly Secured of the same maturity and series, in definitive form,
in the Authorized Denomination, and in the same aggregate principal amount, as the Bond
Similarly Secured or Bonds Similarly Secured in temporary form surrendered. Such exchange
shall be made without the making of any charge therefor to any Owner.
Section 3.11. Replacement Bonds Similarly Secured.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond Similarly Secured, the Trustee shall authenticate and deliver in exchange therefor a
replacement Bond Similarly Secured of like tenor and principal amount, bearing a number not
contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Owner
of such Bond Similarly Secured to pay a sum sufficient to cover any tax or other governmental
charge that is authorized to be imposed in connection therewith and any other expenses
connected therewith.
(b) In the event that any Bond Similarly Secured is lost, apparently destroyed or
wrongfully taken, the Trustee, pursuant to the applicable laws of the State of Texas and in the
absence of notice or knowledge that such Bond Similarly Secured has been acquired by a bona
fide purchaser, shall authenticate and deliver a replacement Bond Similarly Secured of like tenor
and principal amount bearing a number not contemporaneously outstanding, provided that the
Owner first complies with the following requirements:
139199012.11 - 20 -
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Bond Similarly
Secured;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar and the Trustee to save them and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Trustee and the Paying Agent/Registrar
and any tax or other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
Trustee.
(c) After the delivery of such replacement Bond Similarly Secured, if a bona fide
purchaser of the original Bond Similarly Secured in lieu of which such replacement Bond Similarly
Secured was issued presents for payment such original Bond Similarly Secured, the City and
the Paying Agent/Registrar shall be entitled to recover such replacement Bond Similarly Secured
from the Person to whom it was delivered or any Person taking therefrom, except a bona fide
purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to
the extent of any loss, damage, cost, or expense incurred by the City, the Paying Agent/Registrar
or the Trustee in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully
taken Bond Similarly Secured has become or is about to become due and payable, the Paying
Agent/Registrar, in its discretion, instead of issuing a replacement Bond Similarly Secured, may
pay such Bond Similarly Secured if it has become due and payable or may pay such Bond
Similarly Secured when it becomes due and payable.
(e) Each replacement Bond Similarly Secured delivered in accordance with this
Section shall constitute an original additional contractual obligation of the City and shall be
entitled to the benefits and security of this Indenture to the same extent as the Bond Similarly
Secured or Bonds Similarly Secured in lieu of which such replacement Bond Similarly Secured
is delivered.
Section 3.12. Book-Entry Only System.
The Bonds Similarly Secured shall initially be issued in book-entry-only form and shall be
deposited with DTC, which is hereby appointed to act as the securities depository therefor, in
accordance with the letter of representations from the City to DTC. On the Closing Date of each
series of Bonds Similarly Secured, the definitive Bonds Similarly Secured shall be issued in the
form of a single typewritten certificate for each maturity thereof registered in the name of Cede &
Co., as nominee for DTC.
With respect to Bonds Similarly Secured 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 DTC Participant or to any Person on behalf of whom such a DTC Participant holds an
interest in the Bonds Similarly Secured. Without limiting the immediately preceding sentence, the
City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i)
the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any
ownership interest in the Bonds Similarly Secured, (ii) the delivery to any DTC Participant or any
139199012.11 - 21 -
other Person, other than an Owner, as shown on the Register, of any notice with respect to the
Bonds Similarly Secured, including any notice of redemption, or (iii) the payment to any DTC
Participant or any other Person, other than an Owner, as shown in the Register of any amount
with respect to principal of, premium, if any, or interest on the Bonds Similarly Secured.
Notwithstanding any other provision of this Indenture to the contrary, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the Person in whose name each Bond
Similarly Secured is registered in the Register as the absolute owner of such Bond for the purpose
of payment of principal of, premium, if any, and interest on such Bond Similarly Secured, for the
purpose of giving notices of redemption and other matters with respect to such Bond Similarly
Secured, for the purpose of registering transfer with respect to such Bond Similarly Secured, and
for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium,
if any, and interest on the Bonds Similarly Secured only to or upon the order of the respective
Owners as shown in the Register, as provided in this Indenture, and all such payments shall be
valid and effective to fully satisfy and discharge the City's obligations with respect to payment of
principal of, premium, if any, and interest on the Bonds Similarly Secured to the extent of the sum
or sums so paid. No Person other than an Owner, as shown in the Register, shall receive a
certificate evidencing the obligation of the City to make payments of amounts due pursuant to this
Indenture. 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 Indenture with respect to interest checks or drafts being mailed to the registered
owner at the close of business on the relevant Record Date, the word "Cede & Co." in this
Indenture shall refer to such new nominee of DTC.
Section 3.13. Successor Securities Depository: Transfer Outside Book-Entry-Only
System.
In the event that the City determines that DTC is incapable of discharging its
responsibilities described herein and in the letter of representations from the City to DTC, the City
shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of
the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds
Similarly Secured to such successor securities depository; or(ii) notify DTC and DTC Participants
of the availability through DTC of certificated Bonds Similarly Secured and cause the Paying
Agent/Registrar to transfer one or more separate registered Bonds Similarly Secured to DTC
Participants having Bonds Similarly Secured credited to their DTC accounts. In such event, the
Bonds Similarly Secured shall no longer be restricted to being registered in the Register in the
name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor
securities depository, or its nominee, or in whatever name or names Owners transferring or
exchanging Bonds Similarly Secured shall designate, in accordance with the provisions of this
Indenture.
Section 3.14. Payments to Cede & Co.
Notwithstanding any other provision of this Indenture to the contrary, so long as any Bonds
Similarly Secured are 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 Bonds Similarly Secured, and
all notices with respect to such Bonds Similarly Secured shall be made and given, respectively,
in the manner provided in the blanket letter of representations from the City to DTC.
139199012.11 - 22 -
ARTICLE IV
REDEMPTION OF BONDS SIMILARLY SECURED BEFORE MATURITY
Section 4.1. Limitation on Redemption.
The Bonds Similarly Secured shall be subject to redemption before their scheduled
maturity only as provided in this Article IV. Each Series of Bonds Similarly Secured, other than
the Bonds, shall be subject to redemption as provided in the Supplemental Indenture authorizing
the issuance of such Series of Bonds Similarly Secured.
Section 4.2. Mandatory Sinking Fund Redemption.
(a) The Bonds are subject to mandatory sinking fund redemption prior to their Stated
Maturity and will be redeemed by the City in part at the Redemption Price from moneys available
for such purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI,
on the dates and in the respective Sinking Fund Installments as set forth in the following
schedule:
Term Bonds Maturing September 15, 2031
Sinking Fund
Redemption Date Installment ($)
September 15, 2025 536,000
September 15, 2026 278,000
September 15, 2027 294,000
September 15, 2028 312,000
September 15, 2029 329,000
September 15, 2030 349,000
September 15, 2031* 370,000
* maturity
Term Bonds Maturing September 15, 2044
Sinking Fund
Redemption Date Installment ($)
September 15, 2032 392,000
September 15, 2033 417,000
September 15, 2034 446,000
September 15, 2035 475,000
September 15, 2036 506,000
September 15, 2037 540,000
September 15, 2038 575,000
September 15, 2039 614,000
September 15, 2040 655,000
September 15, 2041 697,000
September 15, 2042 744,000
139199012.11 - 23 -
September 15, 2043 793,000
September 15, 2044* 846,000
* maturity
Term Bonds Maturing September 15, 2054
Sinking Fund
Redemption Date Installment ($)
September 15, 2045 901,000
September 15, 2046 965,000
September 15, 2047 1,032,000
September 15, 2048 1,105,000
September 15, 2049 1,182,000
September 15, 2050 1,265,000
September 15, 2051 1,353,000
September 15, 2052 1,447,000
September 15, 2053 1,549,000
September 15, 2054* 1,657,000
* maturity
(b) At least forty-five (45) days prior to each mandatory sinking fund redemption date,
and subject to any prior reduction authorized by subparagraphs (iii) and (iv) of this Section 4.2(a),
the Trustee shall select a principal amount of Bonds (in accordance with Section 4.5) of such
maturity equal to the Sinking Fund Installment amount of such Bonds to be redeemed, shall call
such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and
shall give notice of such redemption, as provided in Section 4.6.
(c) The principal amount of Bonds of a Stated Maturity required to be redeemed on
any mandatory sinking fund redemption date pursuant to subparagraph (i) of this Section 4.2(a)
shall be reduced, at the option of the City, by the principal amount of any Bonds of such maturity
which, at least forty-five (45) days prior to the mandatory sinking fund redemption date shall have
been acquired by the City at a price not exceeding the principal amount of such Bonds plus
accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for
cancellation.
(d) The principal amount of Bonds required to be redeemed on any mandatory
sinking fund redemption date pursuant to subparagraph (i) of this Section 4.2(a) shall be reduced
on a pro rata basis among Sinking Fund Installments by the principal amount of any Bonds which,
at least forty-five (45) days prior to the mandatory sinking fund redemption date, shall have been
redeemed pursuant to the optional redemption or extraordinary optional redemption provisions
hereof and not previously credited to a mandatory sinking fund redemption.
Section 4.3. Optional Redemption.
The City reserves the right and option to redeem Bonds maturing on or after September
15, 2035, before their respective scheduled maturity dates, in whole or in part, on any date on or
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after September 15, 2034, such redemption date or dates to be fixed by the City, at the
Redemption Price.
Section 4.4. Extraordinary Optional Redemption.
Notwithstanding any provision in this Indenture to the contrary, the City reserves the right
and option to redeem Bonds Similarly Secured before their respective scheduled maturity dates,
in whole or in part and in an amount and on a date specified in a City Certificate, at the Redemption
Price of such Bonds Similarly Secured, or portions thereof, to be redeemed plus accrued interest
to the date of redemption from amounts on deposit in the Redemption Fund as a result of
Prepayments (including related transfers to the Redemption Fund made pursuant to the terms of
this Indenture, any other transfers to the Redemption Fund under the terms of this Indenture, or
as a result of unexpended amounts transferred from the Project Fund pursuant to the terms of
this Indenture). The City will provide the Trustee a City Certificate directing the Bonds to be
redeemed pursuant to this Section 4.4 in accordance with the provisions of Section 4.5 hereof.
Section 4.5. Partial Redemption.
(a) If less than all of a series of Bonds Similarly Secured are to be redeemed pursuant
to Sections 4.2, 4.3, or 4.4, Bonds Similarly Secured shall be redeemed in minimum principal
amounts of$1,000 or any integral multiple thereof. Each Bond Similarly Secured shall be treated
as representing the number of bonds that is obtained by dividing the principal amount of such
series of Bonds Similarly Secured by $1,000. No redemption shall result in a Bond Similarly
Secured in a denomination of less than the Authorized Denomination in effect at that time;
provided, however, if the amount of the Outstanding Bond Similarly Secured is less than an
Authorized Denomination after giving effect to such partial redemption, a Bond Similarly Secured
in the principal amount equal to the unredeemed portion, but not less than $1,000, may be
issued.
(b) In selecting the Bonds Similarly Secured to be redeemed pursuant to Section 4.2,
the Trustee may select Bonds Similarly Secured in any method that results in a random selection.
(c) In selecting the Bonds Similarly Secured to be redeemed pursuant to Section 4.3,
the Trustee may rely on the directions provided in a City Certificate.
(d) If less than all of the Bonds Similarly Secured are called for extraordinary optional
redemption pursuant to Section 4.4 hereof, the Bonds Similarly Secured or portion of a Bond
Similarly Secured, as applicable, to be redeemed shall be allocated on a pro rata basis (as nearly
as practicable) among all Outstanding Bonds Similarly Secured.
(e) Upon surrender of any Bond Similarly Secured for redemption in part, the Trustee,
in accordance with Section 3.7 of this Indenture, shall authenticate and deliver an exchange
Bond Similarly Secured or Bonds Similarly Secured of the same series and in an aggregate
principal amount equal to the unredeemed portion of the Bond Similarly Secured so surrendered,
such exchange being without charge.
Section 4.6. Notice of Redemption to Owners.
(a) The Trustee shall give notice of any redemption of Bonds Similarly Secured by
sending notice by United States mail, first-class, postage prepaid, not less than 30 days before
the date fixed for redemption, to the Owner of each Bond Similarly Secured or portion thereof to
be redeemed, at the address shown in the Register. So long as the Bonds Similarly Secured are
in book-entry-only form and held by DTC as security depository, references to Owner in this
Indenture means Cede & Co., as nominee for DTC.
139199012.11 - 25 -
(b) The notice shall state the redemption date, the Redemption Price, the place at
which the Bonds Similarly Secured are to be surrendered for payment, and, if less than all the
Outstanding Bonds Similarly Secured are to be redeemed, and subject to Section 4.5 hereof, an
identification of the Bonds Similarly Secured or portions thereof to be redeemed, any conditions
to such redemption and that on the redemption date, if all conditions, if any, to such redemption
have been satisfied, such Bond Similarly Secured shall become due and payable.
(c) Any notice given as provided in this Section shall be conclusively presumed to
have been duly given, whether or not the Owner receives such notice.
(d) The City has the right to rescind any optional redemption or extraordinary optional
redemption described in Section 4.3 or 4.4 by written notice to the Trustee on or prior to the date
fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason
funds are not available on the date fixed for redemption for the payment in full of the Bonds
Similarly Secured then called for redemption, and such cancellation shall not constitute an Event
of Default under the Indenture. The Trustee shall mail notice of rescission of redemption in the
same manner notice of redemption was originally provided.
(e) With respect to any optional redemption of the Bonds Similarly Secured, unless
the Trustee has received funds sufficient to pay the Redemption Price of the Bonds Similarly
Secured to be redeemed before giving of a notice of redemption, the notice may state the City
may condition redemption on the receipt of such funds by the Trustee on or before the date fixed
for the redemption, or on the satisfaction of any other prerequisites set forth in the notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the
redemption are not satisfied and sufficient funds are not received, the notice shall be of no force
and effect, the City shall not redeem the Bonds Similarly Secured and the Trustee shall give
notice, in the manner in which the notice of redemption was given, that the Bonds Similarly
Secured have not been redeemed.
Section 4.7. Payment Upon Redemption.
(a) The Trustee shall make provision for the payment of the Bonds Similarly Secured
to be redeemed on such date by setting aside and holding in trust an amount from the
Redemption Fund or otherwise received by the Trustee from the City and shall use such funds
solely for the purpose of paying the Redemption Price on the Bonds Similarly Secured being
redeemed.
(b) Upon presentation and surrender of any Bond Similarly Secured called for
redemption at the Designated Payment/Transfer Office of the Trustee (acting as Paying
Agent/Registrar) on or after the date fixed for redemption, the Trustee shall pay the Redemption
Price on such Bond Similarly Secured to the date of redemption from the moneys set aside for
such purpose.
Section 4.8. Effect of Redemption.
Notice of redemption having been given as provided in Section 4.6 of this Indenture, the
Bonds Similarly Secured or portions thereof called for redemption shall become due and payable
on the date fixed for redemption provided that funds for the payment of the Redemption Price of
such Bonds Similarly Secured to the date fixed for redemption are on deposit with the Trustee;
thereafter, such Bonds Similarly Secured or portions thereof shall cease to bear interest from and
after the date fixed for redemption, whether or not such Bonds Similarly Secured are presented
and surrendered for payment on such date.
139199012.11 - 26 -
ARTICLE V
FORM OF THE BONDS SIMILARLY SECURED
Section 5.1. Form Generally.
(a) The Bonds Similarly Secured, including the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the Certificate of the Trustee, and the
Assignment to appear on each of the Bonds Similarly Secured, (i) shall be, with respect to the
Bonds, substantially in the form set forth in Exhibit A to this Indenture with such appropriate
insertions, omissions, substitutions, and other variations as are permitted or required by this
Indenture, and, with respect to any other Bonds Similarly Secured, substantially in the form set
forth in an exhibit to a Supplemental Indenture with such appropriate insertions, omissions,
substitutions, and other variations as are permitted or required by this Indenture and (ii) may
have such letters, numbers, or other marks of identification (including identifying numbers and
letters of the Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including any reproduction of an opinion of
counsel) thereon as, consistently herewith, may be determined by the City or by the officers
executing such Bonds Similarly Secured, as evidenced by their execution thereof.
(b) Any portion of the text of any Bonds Similarly Secured may be set forth on the
reverse side thereof, with an appropriate reference thereto on the face of the Bonds Similarly
Secured.
(c) The definitive Bonds Similarly Secured shall be typewritten, printed, lithographed,
or engraved, and may be produced by any combination of these methods or produced in any
other similar manner, all as determined by the officers executing such Bonds Similarly Secured,
as evidenced by their execution thereof.
(d) Each respective Initial Bond submitted to the Attorney General of the State of
Texas may be typewritten and photocopied or otherwise reproduced.
(e) The form of each Series of Refunding Bonds shall be set forth in the applicable
Supplemental Indenture authorizing the issuance of such Refunding Bonds.
Section 5.2. CUSIP Registration.
The City may secure identification numbers through the CUSIP Services, managed by
FactSet Research Systems Inc. on behalf of The American Bankers Association, New York, New
York, and may authorize the printing of such numbers on the face of the Bonds Similarly Secured.
It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds
Similarly Secured shall be of no significance or effect as regards the legality thereof; and none of
the City, the Trustee, nor the attorneys approving said Bonds Similarly Secured as to legality are
to be held responsible for CUSIP numbers incorrectly printed on the Bonds Similarly Secured.
Section 5.3. Legal Opinion.
The approving legal opinion of Bond Counsel may be printed on or attached to each Bond
Similarly Secured over the certification of the City Secretary or Assistant City Secretary of the
City, which may be executed in facsimile.
139199012.11 - 27 -
ARTICLE VI
FUNDS AND ACCOUNTS
Section 6.1. Establishment of Funds and Accounts.
(a) Creation of Funds. The following Funds are hereby created and established
under this Indenture:
(i) Pledged Revenue Fund;
(ii) Bond Fund;
(iii) Project Fund;
(iv) Reserve Fund;
(v) Redemption Fund;
(vi) Rebate Fund;
(vii) Administrative Fund; and
(viii) Project Collection Fund.
(b) Creation of Accounts.
(i) The following Accounts are hereby created and established under the
Pledged Revenue Fund:
(A) Bond Pledged Revenue Account.
(ii) The following Account is hereby created and established under the Bond
Fund:
(A) Principal and Interest Account.
(iii) The following Accounts are hereby created and established under the
Project Fund:
(A) Improvement Area#1 Improvements Account; and
(B) Costs of Issuance Account.
(iv) The following Accounts are hereby created and established under the
Reserve Fund:
(A) Reserve Account; and
(B) Additional Interest Reserve Account.
(c) Each Fund and each Account created within such Fund shall be maintained by
the Trustee separate and apart from all other funds and accounts of the City. The Pledged Funds
shall constitute trust funds which shall be held in trust by the Trustee as part of the Trust Estate
solely for the benefit of the Owners of the Bonds Similarly Secured.
139199012.11 - 28 -
(d) Interest earnings and profit on each respective Fund and Account established by
this Indenture, including the Project Collection Fund, shall be applied or withdrawn for the
purposes of such Fund or Account as specified below.
(e) The Trustee may, from time to time, upon written direction from the City pursuant
to a City Certificate, create additional Funds or Accounts hereunder as may be necessary for the
receipt and application of the Improvement Area #1 Assessment Revenues to account properly
for the payment of the Actual Costs of the Authorized Improvements benefiting Improvement
Area #1 or to facilitate the payment or redemption for the Bonds Similarly Secured.
Section 6.2. Initial Deposits to Funds and Accounts.
(a) The proceeds from the sale of the Bonds shall be paid to the Trustee and
deposited or transferred by the Trustee as follows:
(i) to the Improvement Area #1 Improvements Account of the Project Fund:
$19,471,892.00;
(ii) to the Costs of Issuance Account of the Project Fund: $602,689.00;
(iii) to the Reserve Account of the Reserve Fund: $1,773,180.00; and
(iv) to the Administrative Fund: $40,000.00.
Section 6.3. Pledged Revenue Fund.
(a) On or before March 1 of each year while the Bonds Similarly Secured are
Outstanding and beginning March 1, 2025, the City shall deposit or cause to be deposited the
Pledged Revenues, other than the Pledged Revenues on deposit in the Project Collection Fund
which revenues shall be transferred in accordance with Section 6.10 hereof, into the Pledged
Revenue Fund. As soon as practicable following deposit into the Pledged Revenue Fund
pursuant to this Section 6.3(a) or Section 6.10, the Trustee shall apply the Pledged Revenues in
the following order of priority: (i) first, to the Bond Pledged Revenue Account of the Pledged
Revenue Fund in an amount sufficient to pay debt service on the Bonds Similarly Secured next
coming due in such calendar year, (ii) second, to the Reserve Account of the Reserve Fund in
an amount to cause the amount in the Reserve Account to equal the Reserve Account
Requirement, in accordance with Section 6.7(a) hereof, (iii) third, to the Additional Interest
Reserve Account of the Reserve Fund in an amount equal to the Additional Interest collected, if
any, in accordance with Section 6.7(b) hereof, (iv) fourth, to pay Actual Costs of the Improvement
Area #1 Improvements, and (v) fifth, to pay other costs permitted by the PID Act.
Along with each deposit of Pledged Revenues from the Project Collection Fund to the
Pledged Revenue Fund, the City shall provide a City Certificate to the Trustee as to (i) the Funds
and Accounts into which the amounts are to be deposited or retained, as applicable, and (ii) the
amounts of any payments to be made from such Funds and Accounts.
(b) From time to time as needed to pay the obligations relating to the Bonds Similarly
Secured, but no later than five(5) Business Days before each Interest Payment Date, the Trustee
shall withdraw from the Bond Pledged Revenue Account and transfer to the Principal and Interest
Account of the Bond Fund, an amount, taking into account any amounts then on deposit in such
Principal and Interest Account, such that the amount on deposit in the Principal and Interest
Account equals the principal (including any Sinking Fund Installments) and interest due on the
Bonds Similarly Secured on the next Interest Payment Date.
139199012.11 - 29 -
(c) If, after the foregoing transfers and any transfer from the Reserve Fund as
provided in Section 6.7 herein, there are insufficient funds to make the payments provided in
paragraph (b) above, the Trustee shall apply the available funds in the Principal and Interest
Account first, to the payment of interest and, second, to the payment of principal (including any
Sinking Fund Installments) on the Bonds Similarly Secured, as described in Section 11.4(a)
hereof.
(d) Notwithstanding Section 6.3(a) hereof, the Trustee shall deposit Prepayments to
the Pledged Revenue Fund and as soon as practicable after such deposit shall transfer such
Prepayments to the Redemption Fund.
(e) Notwithstanding Section 6.3(a) hereof, the Trustee shall deposit Foreclosure
Proceeds to the Pledged Revenue Fund and as soon as practicable after such deposit shall
transfer Foreclosure Proceeds first, to the Reserve Account to restore any transfers from the
Reserve Account made with respect to the Improvement Area#1 Assessed Property(s) to which
the Foreclosure Proceeds relate, second, to the Additional Interest Reserve Account to restore
any transfers from the Additional Interest Reserve Account made with respect to the
Improvement Area#1 Assessed Property(s) to which the Foreclosure Proceeds relate, and third,
to the Redemption Fund.
(f) After satisfaction of the requirement to provide for the payment of the principal
and interest on the Bonds Similarly Secured and to fund any deficiency that may exist in an
account of the Reserve Fund, the City may direct the Trustee by City Certificate to apply
Improvement Area #1 Assessments for any lawful purposes permitted by the PID Act for which
Assessments may be paid.
(g) Any additional Pledged Revenues remaining after the satisfaction of the foregoing
shall be applied by the Trustee, as instructed by the City pursuant to a City Certificate, for any
lawful purpose permitted by the PID Act for which such additional Pledged Revenues may be
used, including transfers to other Funds and Accounts created pursuant to this Indenture.
Section 6.4. Bond Fund.
(a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and
Interest Account and transfer to the Paying Agent/Registrar the principal (including any Sinking
Fund Installments) and/or interest then due and payable on the Bonds Similarly Secured.
(b) If amounts in the Principal and Interest Account are insufficient for the purposes
set forth in paragraph (a) above, the Trustee shall withdraw from the Reserve Fund amounts to
cover the amount of such insufficiency in the order described in Section 6.7(f) hereof. Amounts
so withdrawn from the Reserve Fund shall be deposited in the Principal and Interest Account
and transferred to the Paying Agent/Registrar.
Section 6.5. Proiect Fund.
(a) Money on deposit in the Project Fund shall be used for the purposes specified in
Section 3.1 hereof. Money on deposit in the Improvement Area#1 Improvements Account of the
Project Fund shall only be used to pay Actual Costs of Improvement Area#1 Improvements.
(b) Disbursements from the Costs of Issuance Account of the Project Fund shall be
made by the Trustee to pay the costs of issuance of the Bonds Similarly Secured pursuant to
one or more City Certificates. Disbursements from the Improvement Area #1 Improvements
Account of the Project Fund to pay Actual Costs of the Improvement Area#1 Improvements shall
be made by the Trustee upon receipt by the Trustee of either properly executed and completed
139199012.11 - 30 -
Certificate for Payment or written direction from the City or its designee approving the
disbursement to the Developer or the Developer's designee. The disbursement of funds from
the Improvement Area#1 Improvements Account pursuant to a Certificate for Payment shall be
pursuant to and in accordance with the disbursement procedures described in the
Reimbursement Agreement. Such provisions and procedures related to such disbursements
contained in the Reimbursement Agreement, are herein incorporated by reference and deemed
set forth herein in full.
(c) If the City Representative determines in his or her sole discretion that amounts
then on deposit in the Improvement Area#1 Improvements Account of the Project Fund are not
expected to be expended for purposes of such Account due to the abandonment, or constructive
abandonment of the Improvement Area #1 Improvements, such that, in the opinion of the City
Representative, it is unlikely that the amounts in the Improvement Area #1 Improvements
Account of the Project Fund will ever be expended for the purposes of such Account, the City
Representative shall file a City Certificate with the Trustee and shall provide evidence to the
Trustee that a copy of such City Certificate was provided to the Developer prior to filing such City
Certificate with the Trustee. Such City Certificate shall identify the amounts then on deposit in
the Improvement Area #1 Improvements Account of the Project Fund that are not expected to
be used for purposes of such Account. If such City Certificate is so filed, the amounts on deposit
in the Improvement Area #1 Improvements Account of the Project Fund shall be transferred to
the Redemption Fund to redeem Bonds Similarly Secured on the earliest practicable date after
notice of redemption has been provided in accordance with the Indenture.
(d) In making any determination pursuant to this Section, the City Representative
may conclusively rely upon a certificate of an Independent Financial Consultant.
(e) Upon the filing of a City Certificate stating that all Improvement Area #1
Improvements have been completed and that all Actual Costs of the Improvement Area #1
Improvements have been paid, or that any such Actual Costs of the Improvement Area #1
Improvements are not required to be paid from the Improvement Area#1 Improvements Account
of the Project Fund pursuant to a Certificate for Payment, the Trustee (i) shall transfer the
amount, if any, remaining within the Improvement Area#1 Improvements Account of the Project
Fund to the Bond Fund and (ii) shall close the Improvement Area #1 Improvements Account. If
the Improvement Area #1 Improvements Account has been closed as provided above and the
Costs of Issuance Account of the Project Fund has been closed pursuant to the provisions of
Section 6.5(f), the Project Fund shall be closed.
(f) Not later than six months following each respective Closing Date, or upon a
determination by the City Representative that all costs of issuance of such series of Bonds
Similarly Secured have been paid, any amounts remaining in the Costs of Issuance Account
shall be transferred, first, to Improvement Area #1 Improvements Account of the Project Fund
and used to pay Actual Costs of Improvement Area #1 Improvements, and second, to the
Principal and Interest Account of the Bond Fund if no Actual Costs of Improvement Area #1
Improvements remain unpaid and shall be used to pay interest on the Bonds Similarly Secured,
as directed by the City in a City Certificate filed with the Trustee and the Costs of Issuance
Account shall be closed.
Section 6.6. Redemption Fund.
(a) The Trustee shall cause to be deposited to the Redemption Fund from the Bond
Pledged Revenue Account of the Pledged Revenue Fund an amount sufficient to redeem Bonds
Similarly Secured as provided in Sections 4.3 and 4.4 on the dates specified for redemption as
139199012.11 - 31 -
provided in Sections 4.3 and 4.4. Amounts on deposit in the Redemption Fund shall be used
and withdrawn by the Trustee to redeem Bonds Similarly Secured as provided in Article IV.
Section 6.7. Reserve Fund.
(a) The City agrees with the Owners of the Bonds Similarly Secured to accumulate
from the deposits described in Section 6.3(a) hereof, and when accumulated, maintain in the
Reserve Account of the Reserve Fund, an amount equal to not less than the Reserve Account
Requirement except to the extent such deficiency is due to the application of Section 6.7(d)
hereof. All amounts deposited in the Reserve Account of the Reserve Fund shall be used and
withdrawn by the Trustee for the purpose of making transfers to the Principal and Interest
Account of the Bond Fund as provided in this Indenture.
(b) The Trustee, if needed, will transfer from the Bond Pledged Revenue Account of
the Pledged Revenue Fund to the Additional Interest Reserve Account on March 1 and
September 1 of each year, commencing March 1, 2026, an amount equal to the Additional
Interest collected, if any, until the Additional Interest Reserve Requirement has been has
accumulated in the Additional Interest Reserve Account. If the amount on deposit in the
Additional Interest Reserve Account shall at any time be less than the Additional Interest Reserve
Requirement, the Trustee shall notify the City, in writing, of the amount of such shortfall, and the
City shall resume collecting the Additional Interest and shall file a City Certificate with the Trustee
instructing the Trustee to resume depositing the Additional Interest from the Bond Pledged
Revenue Account of the Pledged Revenue Fund into the Additional Interest Reserve Account
until the Additional Interest Reserve Requirement has been accumulated in the Additional
Interest Reserve Account; provided, however, that the City shall not be required to replenish the
Additional Interest Reserve Account in the event funds are transferred from the Additional
Interest Reserve Account to the Redemption Fund as a result of an extraordinary optional
redemption of Bonds Similarly Secured from the proceeds of a Prepayment pursuant to Section
4.4 of this Indenture. In the event the amount on deposit in the Additional Interest Reserve
Account is less than the Additional Interest Reserve Requirement then the deposits described in
the immediately preceding sentence shall continue until the Additional Interest Reserve Account
has been fully replenished. If, after such deposits, there is surplus Additional Interest remaining,
the Trustee shall transfer such surplus Additional Interest to the Redemption Fund, and shall
notify the City of such transfer in writing. In calculating the amounts to be transferred pursuant to
this Section, the Trustee may conclusively rely on the Improvement Area#1 Annual Installments
as shown on the Improvement Area#1 Assessment Roll in the Service and Assessment Plan or
an Annual Service Plan Update, unless and until it receives a City Certificate directing that a
different amount be used.
(c) Whenever a transfer is made from an Account of the Reserve Fund to the Bond
Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the
City, specifying the amount withdrawn and the source of said funds.
(d) Whenever Bonds Similarly Secured are to be redeemed with the proceeds of
Prepayments pursuant to Section 4.4, the Trustee shall transfer, on the Business Day prior to
the redemption date (or on such other date as agreed to by the City and the Trustee), from the
Reserve Account of the Reserve Fund to the Redemption Fund, an amount specified in a City
Certificate to be applied to the redemption of the Bonds Similarly Secured. The amount so
transferred from the Reserve Account of the Reserve Fund shall be equal to the principal amount
of Bonds Similarly Secured to be redeemed with Prepayments multiplied by the lesser of: (i) the
amount required to be in the Reserve Account of the Reserve Fund divided by the principal
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amount of Outstanding Bonds Similarly Secured prior to the redemption, and (ii) the amount
actually in the Reserve Account of the Reserve Fund divided by the principal amount of
Outstanding Bonds Similarly Secured prior to the redemption. If after such transfer, and after
applying investment earnings on the Prepayments toward payment of accrued interest, there are
insufficient funds in the Redemption Fund to pay the principal amount plus accrued and unpaid
interest to the date fixed for redemption of the Bonds Similarly Secured to be redeemed, as
identified in a City Certificate, as a result of such Prepayments and as a result of the transfer
from the Reserve Account under this Section 6.7(d), the Trustee shall transfer an amount equal
to the shortfall, and/or any additional amounts necessary to permit the Bonds Similarly Secured
to be redeemed in minimum principal amounts of $1,000, from the Additional Interest Reserve
Account to the Redemption Fund to be applied to the redemption of the Bonds Similarly Secured.
(e) Whenever, on any Interest Payment Date, or on any other date at the written
request of a City Representative, the amount in the Reserve Account exceeds the Reserve
Account Requirement, the Trustee shall provide written notice to the City Representative of the
amount of the excess. Such excess shall be transferred to the Principal and Interest Account to
be used for the payment of debt service on the Bonds Similarly Secured on the next Interest
Payment Date in accordance with Section 6.4 hereof, unless within thirty days of such notice to
the City Representative, the Trustee receives a City Certificate instructing the Trustee to apply
such excess: (i) to pay amounts due under Section 6.8 hereof, (ii) to a specified Account of the
Project Fund if such application and the expenditure of funds is expected to occur within three
years of the date hereof, or (iii) for such other use specified in such City Certificate if the City
receives a written opinion of counsel nationally recognized in the field of municipal bond law to
the effect that such alternate use will not adversely affect the exemption from federal income tax
of the interest on any Bond Similarly Secured.
(f) Whenever, on any Interest Payment Date, the amount on deposit in the Bond
Fund is insufficient to pay the debt service on the Bonds Similarly Secured due on such date,
the Trustee shall transfer first, from the Additional Interest Reserve Account of the Reserve Fund
to the Bond Fund and, second, from the Reserve Account of the Reserve Fund to the Bond Fund
the amounts necessary to cure such deficiency.
(g) At the final maturity of the Bonds Similarly Secured, the amount on deposit in the
Reserve Account and the Additional Interest Reserve Account shall be transferred to the
Principal and Interest Account of the Bond Fund and applied to the payment of the principal of
the Bonds Similarly Secured.
(h) If, after a Reserve Account withdrawal pursuant to Section 6.7(f), the amount on
deposit in the Reserve Account of the Reserve Fund is less than the Reserve Account
Requirement, the Trustee shall transfer from the Pledged Revenue Fund to the Reserve Account
of the Reserve Fund the amount of such deficiency, in accordance with Section 6.3.
(i) If the amount held in the Reserve Fund together with the amount held in the Bond
Fund and Redemption Fund is sufficient to pay the principal amount of all Outstanding Bonds
Similarly Secured on the next Interest Payment Date, together with the unpaid interest accrued
on such Outstanding Bonds Similarly Secured as of such Interest Payment Date, the moneys
shall be transferred to the Redemption Fund and thereafter used to redeem all Outstanding
Bonds Similarly Secured as of such Interest Payment Date.
139199012.11 - 33 -
Section 6.8. Rebate Fund: Rebate Amount.
(a) There is hereby established a special fund of the City to be designated "City of
Corpus Christi, Texas, Rebate Fund" (the "Rebate Fund") to be held by the Trustee in
accordance with the terms and provisions of this Indenture. Amounts on deposit in the Rebate
Fund shall be used solely for the purpose of paying amounts relating to the Bonds Similarly
Secured due the United States Government in accordance with the Code.
(b) In order to assure that Rebate Amount is paid to the United States rather than to
a third party, investments of funds on deposit in the Rebate Fund shall be made in accordance
with the Code and each respective Tax Certificate.
(c) The Trustee conclusively shall be deemed to have complied with the provisions
of this Section and Section 7.5(h) and shall not be liable or responsible if it follows the instructions
of the City and shall not be required to take any action under this Section and Section 7.5(h) in
the absence of written instructions from the City.
(d) If, on the date of each annual calculation, the amount on deposit in the Rebate
Fund exceeds the Rebate Amount, the City may direct the Trustee, pursuant to a City Certificate,
to transfer the amount in excess of the Rebate Amount to the Bond Fund.
Section 6.9. Administrative Fund.
(a) On or before March 1, 2025, and on or before each March 1 and September 1 of
each year thereafter while the Bonds Similarly Secured are Outstanding, the City shall deposit
or cause to be deposited to the Administrative Fund the amounts collected each year to pay the
Annual Collection Costs and Delinquent Collection Costs, other than the Annual Collection Costs
and Delinquent Collection Costs deposited into the Project Collection Fund, which amounts shall
be deposited in accordance with Section 6.10 hereof.
(b) Moneys in the Administrative Fund shall be held by the Trustee separate and
apart from the other Funds and Accounts created and administered hereunder and used as
directed by a City Certificate solely for the purposes set forth in the Service and Assessment
Plan.
(c) The Administrative Fund shall not be part of the Trust Estate and shall not be
security for the Bonds Similarly Secured.
Section 6.10. Project Collection Fund.
While any Bonds Similarly Secured are Outstanding, another taxing unit or an appraisal
district, by agreement with the City, may collect Improvement Area #1 Assessment Revenue on
the City's behalf. If such taxing unit or appraisal district presents or otherwise tenders to the
Trustee such collected Improvement Area #1 Assessment Revenue for deposit on the City's
behalf, the Trustee shall accept such Improvement Area #1 Assessment Revenue and deposit
the same into the Project Collection Fund. The Trustee shall, as directed by the City pursuant to
a City Certificate, deposit or cause to be deposited (i) all of that portion of the Improvement Area
#1 Assessment Revenue deposited into the Project Collection Fund that consists of the Annual
Collection Costs and Delinquent Collection Costs to the Administrative Fund and (ii) all of that
portion of the Improvement Area #1 Assessment Revenue deposited into the Project Collection
Fund that consists of Pledged Revenues into the Pledged Revenue Fund for future allocations as
139199012.11 - 34 -
set forth in Section 6.3(a) hereof. The City shall provide such City Certificate on or before March
1, 2025 and every September 1 and March 1 thereafter while the Bonds Similarly Secured are
Outstanding. The Project Collection Fund is not a Pledged Fund.
Section 6.11. Investment of Funds.
(a) Money in any Fund or Account established pursuant to this Indenture shall be
invested by the Trustee as directed by the City pursuant to a City Certificate filed with the Trustee
at least two (2) days in advance of the making of such investment. The money in any Fund or
Account shall be invested in time deposits or certificates of deposit secured in the manner
required by law for public funds, or be invested in direct obligations of, including obligations the
principal and interest on which are unconditionally guaranteed by, the United States of America,
in obligations of any agencies or instrumentalities thereof, or in such other investments as are
permitted under the Public Funds Investment Act, Texas Government Code, Chapter 2256, as
amended, or any successor law, as in effect from time to time; provided that all such deposits
and investments shall be made in such manner (which may include repurchase agreements for
such investment with any primary dealer of such agreements) that the money required to be
expended from any Fund will be available at the proper time or times. Notwithstanding the
preceding sentence, amounts in the Additional Interest Reserve Account may not be invested
above the Yield (as defined in Section 7.5(a) hereof) on the Bonds Similarly Secured, unless and
until the City receives a written opinion of counsel nationally recognized in the field of municipal
bond law to the effect that such investment and/or the failure to comply with such yield restriction
will not adversely affect the exemption from federal income tax of the interest on any Bond
Similarly Secured. Investments shall be valued each year in terms of current market value as of
September 30. For purposes of maximizing investment returns, to the extent permitted by law,
money in such Funds or Accounts may be invested in common investments of the kind described
above, or in a common pool of such investment which shall be kept and held at an official
depository bank, which shall not be deemed to be or constitute a commingling of such money or
funds provided that safekeeping receipts or certificates of participation clearly evidencing the
investment or investment pool in which such money is invested and the share thereof purchased
with such money or owned by such Fund or Account are held by or on behalf of each such Fund
or Account. If necessary, such investments shall be promptly sold to prevent any default. To
ensure that cash on hand is invested, in the absence of direction pursuant to a City Certificate,
money in any Fund or Account established pursuant to this Indenture shall be invested in the
Invesco Short-Term Investments Trust Treasury, CUSIP No. 825252786 until directed otherwise
by the City Certificate.
(b) Obligations purchased as an investment of moneys in any Fund or Account shall
be deemed to be part of such Fund or Account, subject, however, to the requirements of this
Indenture for transfer of interest earnings and profits resulting from investment of amounts in
Funds and Accounts. Whenever in this Indenture any moneys are required to be transferred by
the City to the Trustee, such transfer may be accomplished by transferring a like amount of
Investment Securities.
(c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or
agent in the acquisition or disposition of any investment. The Trustee shall have no investment
discretion and the Trustee's only responsibility for investments shall be to follow the written
instructions contained in any City Certificate and to insure that an investment it is directed to
purchase is a permitted investment pursuant to the terms of this Indenture. The Trustee shall not
incur any liability for losses arising from any investments made pursuant to this Section. The
Trustee shall not be required to determine the suitability or legality of any investments.
139199012.11 - 35 -
(d) Investments in any and all Funds and Accounts may be commingled in a separate
fund or funds for purposes of making, holding and disposing of investments, notwithstanding
provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts of
amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times
account for such investments strictly in accordance with the Funds and Accounts to which they
are credited and otherwise as provided in this Indenture.
(e) The Trustee will furnish the City and the Administrator monthly cash transaction
statements which include detail for all investment transactions made by the Trustee hereunder;
and, unless the Trustee receives a written request, the Trustee is not required to provide
brokerage confirmations so long as the Trustee is providing such monthly cash transaction
statements.
Section 6.12. Security of Funds.
All Funds or Accounts heretofore created, to the extent not invested as herein permitted,
shall be secured in the manner and to the fullest extent required by law for the security of public
funds, and such Funds or Accounts shall be used only for the purposes and in the manner
permitted or required by this Indenture.
ARTICLE VII
COVENANTS
Section 7.1. Confirmation of Improvement Area#1 Assessments.
The City hereby confirms, covenants, and agrees that the Improvement Area #1
Assessments to be collected from the Improvement Area #1 Assessed Property are as so
reflected in the Service and Assessment Plan (as it may be updated from time to time) and, in
accordance with the Assessment Ordinance, it has levied the Improvement Area#1 Assessments
against the respective Improvement Area #1 Assessed Property from which the Pledged
Revenues will be collected and received.
Section 7.2. Collection and Enforcement of Improvement Area#1 Assessments.
(a) For so long as any Bonds Similarly Secured are Outstanding and/or amounts are
due to the Developer to pay it for funds it has contributed to pay Actual Costs of the Improvement
Area #1 Improvements in accordance with the Reimbursement Agreement, the City covenants,
agrees and warrants that it will take and pursue all actions permissible under Applicable Laws to
cause the Improvement Area #1 Assessments to be collected and the liens thereof enforced
continuously, in the manner and to the maximum extent permitted by Applicable Laws, and, to
the extent permitted by Applicable Laws, to cause no reduction, abatement or exemption in the
Improvement Area#1 Assessments.
(b) The City will determine or cause to be determined, no later than February 15 of
each year, whether or not any Improvement Area#1 Annual Installment is delinquent and, if such
delinquencies exist, the City will order and cause to be commenced as soon as practicable any
and all appropriate and legally permissible actions to obtain such Improvement Area #1 Annual
Installment, and any delinquent charges and interest thereon, including diligently prosecuting an
action in district court to foreclose the currently delinquent Improvement Area #1 Annual
139199012.11 - 36 -
Installment. Notwithstanding the foregoing, the City shall not be required under any
circumstances to purchase or make payment for the purchase of the delinquent Improvement
Area #1 Assessment or the corresponding Improvement Area #1 Assessed Property.
Furthermore, nothing shall obligate the City, the City Attorney, or any appropriate designee to
undertake collection or foreclosure actions against delinquent accounts in violation of applicable
state law, court order, or existing contractual provisions between the City and its appropriate
collections enforcement designees.
Section 7.3. Against Encumbrances.
(a) Other than Refunding Bonds, the City shall not create and, to the extent Pledged
Revenues are received, shall not suffer to remain, any lien, encumbrance or charge upon the
Trust Estate, other than that specified in Section 9.7 of this Indenture, or upon any other property
pledged under this Indenture, except the pledge created for the security of the Bonds Similarly
Secured, and other than a lien or pledge subordinate to the lien and pledge of such property
related to the Bonds Similarly Secured.
(b) So long as Bonds Similarly Secured are Outstanding hereunder, and except as
set forth in Section 13.2 hereof, the City shall not issue any bonds, notes or other evidences of
indebtedness other than the Bonds Similarly Secured and Refunding Bonds, if any, secured by
any pledge of or other lien or charge on the Pledged Revenues or other property pledged under
this Indenture, except for other indebtedness incurred in compliance with Section 13.2 hereof.
Section 7.4. Records, Accounts, Accounting Reports.
The City hereby covenants and agrees that so long as any of the Bonds Similarly Secured
or any interest thereon remain Outstanding and unpaid, and/or the obligation to the Developer to
pay it for funds it has contributed to pay Actual Costs of the Improvement Area#1 Improvements
in accordance with the Reimbursement Agreement remain outstanding and unpaid, it will keep
and maintain a proper and complete system of records and accounts pertaining to the
Improvement Area #1 Assessments. The Trustee and Owners of any Bonds Similarly Secured
or any duly authorized agent or agents of such holders shall have the right at all reasonable times
to inspect all such records, accounts, and data relating thereto, upon written request to the City
by the Trustee or duly authorized representative, as applicable. The City shall provide the Trustee
or duly authorized representative, as applicable, an opportunity to inspect such books and records
relating to the Bonds Similarly Secured during the City's regular business hours and on a mutually
agreeable date not later than thirty days after the City receives such request.
Section 7.5. Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section, the following terms shall have the
following meanings:
"Closing Date" means the date on which each series of Bonds
Similarly Secured are first authenticated and delivered to the
respective initial purchasers against payment therefor.
'Code"means the Internal Revenue Code of 1986, as amended by
all legislation, if any, effective on or before the Closing Date.
139199012.11 - 37 -
"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.
"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 Similarly Secured, as
it pertains to a particular series of Bonds Similarly Secured, has the
meaning set forth in Section 1.148-4 of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross Proceeds)
in a manner which if made or omitted, respectively, would cause the interest on any Bond to
become includable in the gross income, as defined in Section 61 of the Code, of the owner
thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless
and until the City receives a written opinion of counsel nationally recognized in the field of
municipal bond law to the effect that failure to comply with such covenant will not adversely affect
the exemption from federal income tax of the interest on any Bond, the City shall comply with
each of the specific covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted by Section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last
Stated Maturity of each series of Bonds Similarly Secured:
(i) 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 Similarly Secured of such series, 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
139199012.11 - 38 -
than a state or local government, unless such use is solely as a member of the general
public; and
(ii) 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 Similarly
Secured of such series 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.
(i) Except to the extent permitted by Section 141 of the Code and the
Regulations and rulings thereunder, the City shall not use Gross Proceeds of any Bonds
Similarly Secured to make or finance loans to any person or entity other than a state or
local government. For purposes of the foregoing covenant, such Gross Proceeds are
considered to be "loaned" to a person or entity if: (1) property acquired, constructed or
improved with such Gross Proceeds is sold or leased to such person or entity in a
transaction which creates a debt for federal income tax purposes; (2) capacity in or service
from such property is committed to such person or entity under a take-or-pay, output or
similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of
ownership, of such Gross Proceeds or any property acquired, constructed or improved
with such Gross Proceeds are otherwise transferred in a transaction which is the economic
equivalent of a loan.
(ii) The City covenants and agrees that the levied Improvement Area #1
Assessments will meet the requirements of the"tax assessment loan exception"within the
meaning of Section 1.141-5(d) of the Regulations on the date that each series of the Bonds
Similarly Secured are delivered and will ensure that the Improvement Area #1
Assessments continue to meet such requirements for so long as Bonds Similarly Secured
are outstanding.
(e) Not to Invest at Higher Yield. 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
final Stated Maturity of any series of Bonds Similarly Secured directly or indirectly invest Gross
Proceeds in any Investment(or use Gross Proceeds to replace money so invested) if, as a result
of such investment, the Yield from the Closing Date of all Investments acquired with Gross
Proceeds (or with money replaced thereby), whether then held or previously disposed of,
exceeds the Yield of such series of Bonds Similarly Secured.
(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 Similarly Secured 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 with respect to each series of Bonds Similarly
Secured.
139199012.11 - 39 -
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in Section
148(f) of the Code and the Regulations and rulings thereunder:
(i) 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 Similarly Secured is discharged. However, to the extent permitted by law, the City
may commingle Gross Proceeds of the Bonds Similarly Secured 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.
(ii) Not less frequently than each Computation Date for each series of Bonds
Similarly Secured, the City shall calculate the Rebate Amount for the respective series of
Bonds Similarly Secured 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 each series of the
Bonds until six years after the final Computation Date.
(iii) As additional consideration for the purchase of the Bonds Similarly Secured
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, pursuant to a City Certificate, direct the Trustee to transfer to the Rebate Fund from
the funds or subaccounts designated in such City Certificate and direct the Trustee to pay
to the United States from the Rebate Fund the amount that when added to the future value
of previous rebate payments made for any series of Bonds Similarly Secured equals (i) in
the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the
Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in
the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on
such date. In all cases, the rebate payments shall be made at the times, in the
installments, to the place and in the manner as is or may be required by Section 148(f) of
the Code and the Regulations and rulings thereunder, and shall be accompanied by Form
8038-T or such other forms and information as is or may be required by Section 148(f) of
the Code and the Regulations and rulings thereunder.
(iv) The City shall exercise reasonable diligence to assure that no errors are
made in the calculations and payments required by paragraphs (ii) and (iii), 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 Similarly Secured, 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 Similarly Secured not been relevant to either party.
139199012.11 - 40 -
0) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem,
City Manager, Assistant City Manager, Chief Financial Officer, City Attorney, Director of Finance,
City Secretary or Assistant City Secretary individually or jointly, 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 Tax Certificate or similar or other appropriate
certificate, form or document.
ARTICLE VIII
LIABILITY OF CITY
The City shall not incur any responsibility in respect of the Bonds Similarly Secured or this
Indenture other than in connection with the duties or obligations explicitly herein or in the Bonds
Similarly Secured assigned to or imposed upon it. The City shall not be liable in connection with
the performance of its duties hereunder, except for its own willful default or act of bad faith. The
City shall not be bound to ascertain or inquire as to the performance or observance of any of the
terms, conditions, covenants or agreements of the Trustee herein or of any of the documents
executed by the Trustee in connection with the Bonds Similarly Secured, or as to the existence
of a default or event of default thereunder.
In the absence of bad faith, the City may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or opinions furnished to
the City and conforming to the requirements of this Indenture. The City shall not be liable for any
error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining
the pertinent facts.
No provision of this Indenture, the Bonds Similarly Secured, the Assessment Ordinance,
or any agreement, document, instrument, or certificate executed, delivered or approved in
connection with the issuance, sale, delivery, or administration of the Bonds Similarly Secured (the
"Bond Documents"), shall require the City to expend or risk its own general funds or otherwise
incur any financial liability (other than with respect to the Trust Estate and the Annual Collection
Costs) in the performance of any of its obligations hereunder, or in the exercise of any of its rights
or powers, if in the judgment of the City there are reasonable grounds for believing that the
repayment of such funds or liability is not reasonably assured to it.
Neither the Owners nor any other Person shall have any claim against the City or any of
its officers, officials, agents, or employees for damages suffered as a result of the City's failure to
perform in any respect any covenant, undertaking, or obligation under any Bond Documents or
as a result of the incorrectness of any representation in, or omission from, any of the Bond
Documents, except to the extent that any such claim relates to an obligation, undertaking,
representation, or covenant of the City, in accordance with the Bond Documents and the PID Act.
Any such claim shall be payable only from Trust Estate, the funds available for such payment in
any of the Pledged Funds, if any, or the amounts collected to pay Annual Collection Costs on
deposit in the Administrative Fund. Nothing contained in any of the Bond Documents shall be
construed to preclude any action or proceeding in any court or before any governmental body,
agency, or instrumentality against the City or any of its officers, officials, agents, or employees to
enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the
Bonds Similarly Secured by mandamus or other proceeding at law or in equity.
The City may rely on and shall be protected in acting or refraining from acting upon any
notice, resolution, request, consent, order, certificate, report, warrant, bond, or other paper or
139199012.11 - 4 1 -
document believed by it to be genuine and to have been signed or presented by the proper party
or proper parties. The City may consult with counsel with regard to legal questions, and the
opinion of such counsel shall be full and complete authorization and protection in respect of any
action taken or suffered by it hereunder in good faith and in accordance therewith.
Whenever in the administration of its duties under this Indenture, the City shall deem it
necessary or desirable that a matter be proved or established prior to taking or suffering any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be
conclusively proved and established by a certificate of the Trustee, an Independent Financial
Consultant, an independent inspector or City Manager or other person designated by the City
Council to so act on behalf of the City, and such certificate shall be full warrant to the City for any
action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its
discretion the City may, in lieu thereof, accept other evidence of such matter or may require such
additional evidence as to it may seem reasonable.
In order to perform its duties and obligations hereunder, the City may employ such persons
or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or
omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled
to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations,
and directions of such persons or entities.
ARTICLE IX
THE TRUSTEE
Section 9.1. Trustee as Paying Agent/Registrar.
The Trustee is hereby designated and agrees to act as Paying Agent/Registrar for and in
respect to the Bonds Similarly Secured. The Trustee hereby accepts and agrees to execute the
respective trusts imposed upon it by this Indenture, but only upon the express terms and
conditions, and subject to the provisions of this Indenture to all of which the parties hereto and
the Owners of the Bonds Similarly Secured agree. No implied covenants or obligations shall be
read into this Indenture against the Trustee.
Section 9.2. Trustee Entitled to Indemnity.
The Trustee shall be under no obligation to institute any suit, or to undertake any
proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in
which it may be made defendant, or to take any steps in the execution of the trusts hereby created
or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its
satisfaction against any and all costs and expenses, outlays, and counsel fees and other
reasonable disbursements, and against all liability except as a consequence of its own negligence
or willful misconduct; provided, however, that absent an Event of Default, the Trustee shall not
request or require indemnification as a condition to making any deposits, payments or transfers
when required hereunder, or to delivering any notice when required hereunder. Nevertheless,
the Trustee may begin suit, or appear in and defend suit, or do anything else in its sole and
exclusive judgment proper to be done by it as the Trustee, without indemnity, and in such case
the Trustee may make transfers from the Pledged Revenue Fund or the Administrative Fund to
pay all costs, fees, and expenses, outlays, and counsel fees and other reasonable disbursements
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properly incurred in connection therewith and shall be entitled to a preference therefor over any
Bonds Similarly Secured Outstanding hereunder.
Section 9.3. Responsibilities of the Trustee.
The recitals contained in this Indenture and in the Bonds Similarly Secured shall be taken
as the statements of the City and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or
the Bonds Similarly Secured or with respect to the security afforded by this Indenture, and the
Trustee shall incur no liability with respect thereto. Except as otherwise expressly provided in this
Indenture, the Trustee shall have no responsibility or duty with respect to: (i) the issuance of
Bonds Similarly Secured for value; (ii)the application of the proceeds thereof, except to the extent
that such proceeds are received by it in its capacity as Trustee; (iii) the application of any moneys
paid to the City or others in accordance with this Indenture, except as to the application of any
moneys paid to it in its capacity as Trustee; (iv) any calculation of arbitrage or rebate under the
Code; (v) any loss suffered in connection with any investment of funds in accordance with this
Indenture; or(vi) to undertake any other action unless specifically authorized pursuant to a written
direction by the City or pursuant to this Indenture.
The duties and obligations of the Trustee shall be determined by the express provisions
of this Indenture, and the Trustee shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Indenture. The Trustee will, prior to any Event
of Default and after curing of any Event of Default, perform such duties and only such duties as
are specifically set forth herein. The Trustee will, during the existence of an Event of Default,
exercise such rights and powers vested in it by this Indenture and use the same degree of care
and skill in its exercise as a prudent person would exercise or use under the circumstances in the
conduct of his or her own affairs.
The Trustee shall not be liable for any action taken or omitted by it in the performance of
its duties under this Indenture, except for its own negligence or willful misconduct. In no event
shall the Trustee be liable for incidental, indirect, special or consequential damages in connection
with or arising from this Indenture for the existence, furnishing or use of the Improvement Area#1
Improvements.
The Trustee, before the occurrence of an Event of Default and after the curing of all Events
of Default which may have occurred, undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture. If any Event of Default occurred and continues, the
Trustee shall exercise such rights and powers vested in it by this Indenture, and shall use the
same degree of care and skill in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs in exercising any rights or remedies or
performing any of its duties hereunder.
The Trustee shall not be responsible for any recital herein (except with respect to the
authentication certificate of the Trustee endorsed on the Bonds Similarly Secured) or for the
recording, filing, or refiling of this Indenture in connection therewith, or for the validity of the
execution by the City of this Indenture or of any Supplemental Indentures or instruments of further
assurance, or for the sufficiency or security of the Bonds Similarly Secured.
The Trustee makes no representations as to the value or condition of the Trust Estate or
any part thereof, or as to the validity or sufficiency of this Indenture or of the Bonds Similarly
Secured. The Trustee shall not be accountable for the use or application of any Bonds Similarly
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Secured or the proceeds thereof or of any money paid to or upon the order of the City under any
provision of this Indenture.
The Trustee shall not be liable for any error of judgment made in good faith by any one of
its officers, unless it is established that the Trustee was negligent in ascertaining the pertinent
facts.
The Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Owners of at least 25% of the aggregate
outstanding principal of the Bonds Similarly Secured relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture.
The Trustee shall not be required to take notice, and shall not be deemed to have notice,
of any default or Event of Default unless the Trustee is notified specifically of the default or Event
of Default in a written instrument or document delivered to it by the City or by an Owner of the
Bonds Similarly Secured. In the absence of delivery of a notice satisfying those requirements,
the Trustee may assume conclusively that there is no Event of Default, except as noted above,
unless Trustee has actual knowledge of an Event of Default.
Before taking any action under this Indenture (other than making any deposits, payments
or transfers prior to an Event of Default when required hereunder), the Trustee may require that
a satisfactory indemnity be furnished to it for the payment or reimbursement of all costs and
expenses (including, without limitation, attorney's fees and expenses) to which it may be put and
to protect it against all liability which it may incur in or by reason of such action, except liability
which it adjudicated to have resulted from its negligence or willful misconduct.
The Trustee's immunities and protections from liability and its right to indemnification in
connection with the performance of its duties under this Indenture shall extend to the Trustee's
officers, directors, agents, attorneys and employees. Such immunities and protections and rights
to indemnification, together with the Trustee's right to compensation, shall survive the Trustee's
resignation or removal, the discharge of this Indenture, and final payment of the Bonds Similarly
Secured.
The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through agents, attorneys, or receivers, and the Trustee shall be
entitled to rely and act upon the opinion or advice of its own counsel, concerning all matters of
trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation
to all such agents, attorneys, and receivers as may reasonably be employed in connection with
the trusts hereof. The Trustee shall not be responsible for any loss or damage resulting from any
action or nonaction by it taken or omitted to be taken in good faith in reliance upon such opinion
or advice of its own counsel.
Section 9.4. Trustee Joining in Supplemental Indentures; Supplemental Indentures
Part of Indenture.
The Trustee is authorized to join with the City in the execution of any such Supplemental
Indentures and to make the further agreements and stipulations which may be contained therein.
Any Supplemental Indenture executed accordance with the provisions of this Section shall
thereafter form a part of this Indenture, and all the terms and conditions contained in any such
Supplemental Indenture as to any provisions authorized to be contained therein shall be and shall
139199012.11 - 44 -
be deemed to be part of the terms and conditions of this Indenture for any and all purposes. In
case of the execution and delivery of any Supplemental Indenture, express reference may be
made thereto in the text of any Bonds Similarly Secured issued thereafter, if deemed necessary
or desirable by the Trustee or the City.
Upon execution of any Supplemental Indenture pursuant to the provisions of this Section,
this Indenture shall be and be deemed to be modified and amended in accordance therewith, and
the respective rights, duties, and obligations under this Indenture of the City and the Trustee and
all Owners of Outstanding Bonds Similarly Secured shall thereafter be determined exercised and
enforced hereunder, subject in all respects to such modifications and amendments.
Section 9.5. Property Held in Trust.
All moneys and securities held by the Trustee at any time pursuant to the terms of this
Indenture shall be held by the Trustee in trust for the purposes and under the terms and conditions
of this Indenture.
Section 9.6. Trustee Protected in Relying on Certain Documents.
The Trustee may conclusively rely upon any order, notice, request, consent, waiver,
certificate, statement, affidavit, requisition, bond, or other document provided to the Trustee in
accordance with the terms of this Indenture that it shall in good faith reasonably believe to be
genuine and to have been adopted or signed by the proper board or Person or to have been
prepared and furnished pursuant to any of the provisions of this Indenture, the Reimbursement
Agreement and the Development Agreement, or upon the written opinion of any counsel,
architect, engineer, insurance consultant, management consultant, or accountant believed by the
Trustee to be qualified in relation to the subject matter, and the Trustee shall be under no duty to
make any investigation or inquiry into and shall not be deemed to have knowledge of any
statements contained or matters referred to in any such instrument. The Trustee may consult
with counsel, who may or may not be Bond Counsel, and the opinion of such counsel shall be full
and complete authorization and protection in respect of any action taken, suffered, or omitted to
be taken by it in good faith and in accordance therewith. Any action taken by the Trustee pursuant
to this Indenture upon the request or authority or consent of any person who, at the time of making
such request, or giving such authority or consent to the Owner of any Bond Similarly Secured,
shall be conclusive and binding upon all future owners of the same Bond Similarly Secured and
upon Bonds Similarly Secured issued in exchange therefor and upon transfer or in place thereof.
Whenever the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any action under this Indenture, such matter may be
deemed to be conclusively proved and established by a City Certificate, unless other evidence in
respect thereof be hereby specifically prescribed. Such City Certificate shall be full warrant for
any action taken or suffered in good faith under the provisions hereof, but the Trustee may in lieu
thereof accept other evidence of such fact or matter or may require such further or additional
evidence as it may deem reasonable. Except as otherwise expressly provided herein, any
request, order, notice, or other direction required or permitted to be furnished pursuant to any
provision hereof by the City to the Trustee shall be sufficiently executed if executed in the name
of the City by the City Representative.
The Trustee shall not be under any obligation to see to the recording or filing of this
Indenture, or otherwise to the giving to any Person of notice of the provisions hereof except as
expressly required in Sections 9.14 and 9.18 herein.
139199012.11 - 45 -
Section 9.7. Compensation.
Unless otherwise provided by contract with the Trustee, the Trustee shall transfer from the
Administrative Fund, upon written direction of the City, compensation for all services rendered by
it hereunder, including its services as Paying Agent/Registrar, together with all its reasonable
expenses, charges, and other disbursements and those of its counsel, agents and employees,
incurred in and about the administration and execution of the trusts hereby created and the
exercise of its powers and the performance of its duties hereunder, upon delivery of an invoice
therefor to the City, and the Trustee shall have a lien therefor on any and all funds at any time
held by it hereunder(except the Rebate Fund) prior to any Bonds Similarly Secured Outstanding.
None of the provisions contained in this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if in the judgment of the Trustee there are reasonable
grounds for believing that the repayment of such funds or liability is not reasonably assured to it.
If the City fails to make any payment required by this Section, the Trustee may make such
payment from any moneys in the Administrative Fund and shall have a first lien with right of
payment before payment on account of principal of or interest on any Bond Similarly Secured,
upon all moneys in the Administrative Fund, and to the extent moneys in the Administrative Fund
are insufficient, then from any moneys in its possession (except the Rebate Fund) under any
provisions hereof for the foregoing reasonable advances, fees, costs, and expenses incurred.
The right of the Trustee to fees, expenses, and indemnification shall survive the release,
discharge, and satisfaction of this Indenture.
Section 9.8. Permitted Acts.
The Trustee and its directors, officers, employees, or agents may become the owner of or
may in good faith buy, sell, own, hold and deal in Bonds Similarly Secured and may join in any
action that any Owner of Bonds Similarly Secured may be entitled to take as fully and with the
same rights as if it were not the Trustee. The Trustee may act as depository, and permit any of
its officers or directors to act as a member of, or in any other capacity with respect to, the City or
any committee formed to protect the rights of holders of Bonds Similarly Secured or to effect or
aid in any reorganization growing out of the enforcement of the Bonds Similarly Secured or this
Indenture, whether or not such committee shall represent the holders of a majority in aggregate
outstanding principal amount of the Bonds Similarly Secured. The permissive right of the Trustee
to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall
not be answerable for other than its negligence or willful misconduct.
Section 9.9. Resignation of Trustee.
The Trustee may at any time resign and be discharged of its duties and obligations
hereunder by giving not fewer than 30 days' written notice, specifying the date when such
resignation shall take effect, to the City and each Owner of any Outstanding Bond Similarly
Secured. Such resignation shall take effect upon the appointment of a successor as provided in
Section 9.11 and the acceptance of such appointment by such successor. Notwithstanding the
foregoing, if, after sixty (60) days following receipt of the notice, the City has not appointed a
successor Trustee, the Trustee may apply to a court of competent jurisdiction to appoint a
successor Trustee, at no expense to the City, and such resignation shall take effect upon the
court's appointment of a successor Trustee.
139199012.11 - 46 -
Section 9.10. Removal of Trustee.
The Trustee may be removed at any time by the Owners of 25% of the Bonds Similarly
Secured by an instrument or concurrent instruments in writing signed and acknowledged by such
Owners or by their attorneys-in-fact, duly authorized and delivered to the City. Copies of each
such instrument shall be delivered by the City to the Trustee and any successor thereof. The
Trustee may also be removed at any time for any breach of trust or for acting or proceeding in
violation of, or for failing to act or proceed in accordance with, any provision of this Indenture with
respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon
the application of the Owners of a 25% of the aggregate outstanding principal of the Bonds
Similarly Secured.
Section 9.11. Successor Trustee.
If the Trustee resigns, is removed, is dissolved, or becomes incapable of acting, or is
adjudged a bankrupt or insolvent, or if a receiver, liquidator, or conservator of the Trustee or of its
property is appointed, or if any public officer takes charge or control of the Trustee or of its property
or affairs, the position of the Trustee hereunder shall thereupon become vacant.
If the position of Trustee becomes vacant for any of the foregoing reasons or for any other
reason, a successor Trustee may be appointed after any such vacancy occurs by 25% of the
Bonds Similarly Secured by an instrument or concurrent instruments in writing signed and
acknowledged by such Owners or their attorneys-in-fact, duly authorized and delivered to such
successor Trustee, with notification thereof being given to the predecessor Trustee and the City.
Until such successor Trustee shall have been appointed by the Owners of 25% of the
Bonds Similarly Secured, the City shall forthwith appoint a Trustee to act hereunder. Copies of
any instrument of the City providing for any such appointment shall be delivered by the City to the
Trustee so appointed. The City shall mail notice of any such appointment to each Owner of any
Outstanding Bonds Similarly Secured within 30 days after such appointment. Any appointment
of a successor Trustee made by the City immediately and without further act shall be superseded
and revoked by an appointment subsequently made by the Owners of Bonds Similarly Secured.
If in a proper case no appointment of a successor Trustee is made within 45 days after
the giving by any Trustee of any notice of resignation in accordance with Section 9.9 herein or
after the occurrence of any other event requiring or authorizing such appointment, the Trustee or
any Owner of Bonds Similarly Secured may apply to any court of competent jurisdiction for the
appointment of such a successor, and the court may thereupon, after such notice, if any, as the
court may deem proper, appoint such successor and the City shall be responsible for the costs of
such appointment process. Any duties and obligations of such predecessor Trustee shall
thereafter cease and terminate, and the payment of the fees and expenses owed to the
predecessor Trustee shall be paid in full.
Any successor Trustee appointed under the provisions of this Section shall be a
commercial bank or trust company or national banking association (i) having a capital and surplus
and undivided profits aggregating at least $50,000,000, if there be such a commercial bank or
trust company or national banking association willing and able to accept the appointment on
reasonable and customary terms, and (ii) authorized by law to perform all the duties of the Trustee
required by this Indenture.
139199012.11 - 47 -
Each successor Trustee shall mail, in accordance with the provisions of the Bonds
Similarly Secured, notice of its appointment to any Rating Agency which, at the time of such
appointment, is providing a rating on the Bonds Similarly Secured and each of the Owners of the
Bonds Similarly Secured.
Section 9.12. Transfer of Rights and Property to Successor Trustee.
Any successor Trustee appointed under the provisions of Section 9.11 shall execute,
acknowledge, and deliver to its predecessor and the City an instrument in writing accepting such
appointment, and thereupon such successor, without any further act, deed, or conveyance, shall
become fully vested with all moneys, estates, properties, rights, immunities, powers, duties,
obligations, and trusts of its predecessor hereunder, with like effect as if originally appointed as
Trustee. However, the Trustee then ceasing to act shall nevertheless, on request of the City or
of such successor, execute, acknowledge, and deliver such instruments of conveyance and
further assurance and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in such successor all the rights, immunities, powers, and trusts
of such Trustee and all the right, title, and interest of such Trustee in and to the Trust Estate, and
shall pay over, assign, and deliver to such successor any moneys or other properties subject to
the trusts and conditions herein set forth. Should any deed, conveyance, or instrument in writing
from the City be required by such successor for more fully and certainly vesting in and confirming
to it any such moneys, estates, properties, rights, powers, duties, or obligations, any and all such
deeds, conveyances, and instruments in writing, on request and so far as may be authorized by
law, shall be executed, acknowledged, and delivered by the City.
Section 9.13. Merger, Conversion or Consolidation of Trustee.
Any corporation or association into which the Trustee may be merged or with which it may
be consolidated or any corporation or association resulting from any merger, conversion or
consolidation to which it shall be a party or any corporation or association to which the Trustee
may sell or transfer all or substantially all of its corporate trust business shall be the successor to
such Trustee hereunder, without any further act, deed or conveyance, provided that such
corporation or association shall be a commercial bank or trust company or national banking
association qualified to be a successor to such Trustee under the provisions of Section 9.11, or a
trust company that is a wholly-owned subsidiary of any of the foregoing.
Section 9.14. Security Interest in the Trust Estate.
Chapter 1208, Texas Government Code, applies to the issuance of the Bonds Similarly
Secured and the pledge of the Trust Estate provided for herein, and such pledge is, under current
law, valid, effective and perfected. The City shall cause to be filed all appropriate initial financing
statements, if any, to ensure that the Trustee (for the benefit of the Owners of the Bonds Similarly
Secured) is granted a valid and perfected first priority lien on the entire Trust Estate. Nothing
herein shall obligate the Trustee to file any initial financing statements. Upon the City's timely
delivery of a copy of such filed initial financing statement, if any, to the Trustee, the Trustee shall
file continuation statements of such initial financing statement(s) in the same jurisdictions as the
initial financing statement(s) previously provided to the Trustee. Unless the Trustee is otherwise
notified in writing by the City, the Trustee may rely upon the initial financing statements in filing
any continuation statements hereunder.
139199012.11 - 48 -
Section 9.15. Offering Documentation.
The Trustee shall have no responsibility with respect to any information, statement, or
recital in any official statement, offering memorandum, or any other disclosure material prepared
or distributed with respect to the Bonds Similarly Secured and shall have no responsibility for
compliance with any State or federal securities laws in connection with the Bonds Similarly
Secured.
Section 9.16. Expenditure of Funds and Risk.
None of the provisions of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its
duties hereunder, or in the exercise of its rights or powers if the Trustee shall have reasonable
grounds for believing that the repayment of such funds or indemnity against such risk or liability
is not assured.
Section 9.17. Environmental Hazards
The Trustee may inform any Holder of environmental hazards that the Trustee has reason
to believe exist, and the Trustee has the right to take no further action and in such event, no
fiduciary duty exists which imposes any obligation for further action with respect to the Trust
Estate or any portion thereof if the Trustee, in its individual capacity, determines that any such
action would materially and adversely subject the Trustee to environmental or other liability for
which the Trustee has not been adequately indemnified.
The Trustee shall not be responsible or liable for the environmental condition related to
the improvements to any real property or for diminution in value of the same, or for any claims by
or on behalf of the owners thereof as the result of any contamination by a hazardous substance,
hazardous material, pollutant, or contaminant. The Trustee assumes no duty or obligation to
assess the environmental condition of any improvements or with respect to compliance thereof
under State or federal laws pertaining to the transport, storage, treatment, or disposal of
hazardous substances, hazardous materials, pollutants, or contaminants or regulations, permits,
or licenses issued under such laws.
Section 9.18. Accounts, Periodic Reports and Certificates.
The Trustee shall keep or cause to be kept proper books of record and account (separate
from all other records and accounts) in which complete and correct entries shall be made of its
transactions relating to the Funds and Accounts established by this Indenture and which shall at
all times be subject to inspection by the City, and the Owner or Owners of not less than 10% in
principal amount of any Bonds Similarly Secured then Outstanding or their representatives duly
authorized in writing.
Section 9.19. Construction of Indenture.
The Trustee may construe any of the provisions of this Indenture insofar as the same may
appear to be ambiguous or inconsistent with any other provision hereof, and any construction of
any such provisions hereof by the Trustee in good faith shall be binding upon the Owners of the
Bonds Similarly Secured.
139199012.11 - 49 -
ARTICLE X
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 10.1. Amendments Permitted.
(a) This Indenture and the rights and obligations of the City and of the Owners of the
Bonds Similarly Secured may be modified or amended at any time by a Supplemental Indenture,
except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Bonds
Similarly Secured, or with the written consent without a meeting, of the Owners of at least a
majority of the aggregate principal amount of the Bonds Similarly Secured then Outstanding. No
such modification or amendment shall (i) extend the maturity of any Bond Similarly Secured or
reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the
principal of, and the interest and any premium on, any Bond Similarly Secured, without the
express consent of the Owner of such Bond Similarly Secured, or (ii) permit the creation by the
City of any pledge or lien upon the Trust Estate superior to or on a parity with the pledge and lien
created for the benefit of the Bonds Similarly Secured (except as otherwise permitted by
Applicable Laws and this Indenture), or reduce the percentage of Owners of Bonds Similarly
Secured required for the amendment hereof. Any such amendment may not modify any of the
rights or obligations of the Trustee without its written consent.
(b) This Indenture and the rights and obligations of the City and of the Owners may
also be modified or amended at any time by a Supplemental Indenture, without the consent of
any Owners, only to the extent permitted by law and only for any one or more of the following
purposes:
(i) to add to the covenants and agreements of the City in this Indenture
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the City;
(ii) to make modifications not adversely affecting any Outstanding Bonds
Similarly Secured in any material respect;
(iii) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in this Indenture, or
in regard to questions arising under this Indenture, as the City and the Trustee may deem
necessary or desirable and not inconsistent with this Indenture, and that shall not
adversely affect the rights of the Owners of the Bonds Similarly Secured;
(iv) to provide for the issuance of Refunding Bonds as set forth in Section 13.2
hereof; and
(v) to make such additions, deletions or modifications as may be necessary or
desirable to assure exemption from federal income taxation of interest on the Bonds
Similarly Secured.
(c) Any modification or amendment made pursuant to Section 10.1(b) shall not be
subject to the notice procedures specified in Section 10.3 below.
(d) Notwithstanding the above, no Supplemental Indenture under subsections (a) or
(b)(i), (b)(ii), (b)(iii), (b)(v) of this Section shall be effective unless the City first delivers to the
139199012.11 - 50 -
Trustee an opinion of Bond Counsel to the effect that such amendment is permitted and will not
adversely affect the: (i) interest of the Owners in any material respect, or(ii) exclusion of interest
on any Bond Similarly Secured from gross income for purposes of federal income taxation.
Section 10.2. Owners' Meetings.
The City may at any time call a meeting of the Owners of the Bonds Similarly Secured. In
such event the City is authorized to fix the time and place of said meeting and to provide for the
giving of notice thereof, and to fix and adopt rules and regulations for the conduct of said meeting.
Section 10.3. Procedure for Amendment with Written Consent of Owners.
The City and the Trustee may at any time adopt a Supplemental Indenture amending the
provisions of the Bonds Similarly Secured or of this Indenture, to the extent that such amendment
is permitted by Section 10.1 herein, to take effect when and as provided in this Section. A copy
of such Supplemental Indenture, together with a request to Owners for their consent thereto, shall
be mailed by first-class mail, by the Trustee to each Owner of Bonds Similarly Secured from whom
consent is required under this Indenture, but failure to mail copies of such Supplemental Indenture
and request shall not affect the validity of the Supplemental Indenture when assented to as in this
Section provided.
Such Supplemental Indenture shall not become effective unless there shall be filed with
the Trustee the written consents of the Owners as required by this Indenture and a notice shall
have been mailed as hereinafter in this Section provided and the City or Bond Counsel, acting on
the City's behalf, has delivered to the Trustee an opinion of Bond Counsel to the effect that such
amendment is permitted and will not adversely affect the exclusion of interest on any Bond from
gross income for purposes of federal income taxation. Each such consent shall be effective only
if accompanied by proof of ownership of the Bonds Similarly Secured for which such consent is
given, which proof shall be such as is permitted by Section 11.6 herein. Any such consent shall
be binding upon the Owner of the Bonds Similarly Secured giving such consent and on any
subsequent Owner (whether or not such subsequent Owner has notice thereof), unless such
consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing
such revocation with the Trustee prior to the date when the notice hereinafter in this Section
provided for has been mailed.
After the Owners of the required percentage of Bonds Similarly Secured shall have filed
their consents to the Supplemental Indenture, the City shall mail a notice to the Owners in the
manner hereinbefore provided in this Section for the mailing of the Supplemental Indenture,
stating in substance that the Supplemental Indenture has been consented to by the Owners of
the required percentage of Bonds Similarly Secured and will be effective as provided in this
Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental
Indenture or consents thereto). Proof of the mailing of such notice shall be filed with the Trustee.
A record, consisting of the papers required by this Section 10.3 to be filed with the Trustee, shall
be proof of the matters therein stated until the contrary is proved. The Supplemental Indenture
shall become effective upon the filing with the Trustee of the proof of mailing of such notice, and
the Supplemental Indenture shall be deemed conclusively binding (except as otherwise
hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds
Similarly Secured at the expiration of sixty (60) days after such filing, except in the event of a final
decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable
proceeding for such purpose commenced within such sixty-day period; provided, however, that
the Trustee during such sixty day period and any such further period during which any such action
139199012.11 - 51 -
or proceeding may be pending shall be entitled in its sole discretion to take such action, or to
refrain from taking such action, with respect to such Supplemental Indenture, as it may deem
expedient; provided, further, that the Trustee shall have no obligation to take or refrain from taking
any such action and the Trustee shall have no liability with respect to any action taken or any
instance of inactions.
Section 10.4. Effect of Supplemental Indenture.
From and after the time any Supplemental Indenture becomes effective pursuant to this
Article X, this Indenture shall be deemed to be modified and amended in accordance therewith,
the respective rights, duties, and obligations under this Indenture of the City, the Trustee and all
Owners of Outstanding Bonds Similarly Secured shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments, and all the
terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.
Section 10.5. Endorsement or Replacement of Bonds Similarly Secured Issued After
Amendments.
The City may determine that Bonds Similarly Secured issued and delivered after the
effective date of any action taken as provided in this Article X shall bear a notation, by
endorsement or otherwise, in form approved by the City, as to such action. In that case, upon
demand of the Owner of any Bond Similarly Secured Outstanding at such effective date and
presentation of his Bond Similarly Secured for that purpose at the designated office of the Trustee
or at such other office as the City may select and designate for that purpose, a suitable notation
shall be made on such Bond Similarly Secured. The City may determine that new Bonds Similarly
Secured, so modified as in the opinion of the City is necessary to conform to such Owners' action,
shall be prepared, executed, and delivered. In that case, upon demand of the Owner of any
Bonds Similarly Secured then Outstanding, such new Bonds Similarly Secured shall be
exchanged at the designated office of the Trustee without cost to any Owner, for Bonds Similarly
Secured then Outstanding, upon surrender of such Bonds Similarly Secured.
Section 10.6. Amendatory Endorsement of Bonds Similarly Secured.
The provisions of this Article X shall not prevent any Owner from accepting any
amendment as to the particular Bonds Similarly Secured held by such Owner, provided that due
notation thereof is made on such Bonds Similarly Secured.
Section 10.7. Waiver of Default
With the written consent of at least a majority in aggregate principal amount of the Bonds
Similarly Secured then Outstanding, the Owners may waive non-compliance by the City with
certain past defaults under the Indenture and their consequences. Any such consent shall be
conclusive and binding upon the Owners and upon all future Owners.
Section 10.8. Execution of Supplemental Indenture.
In executing, or accepting the additional trusts created by, any Supplemental Indenture
permitted by this Article or the modification thereby of the trusts created by this Indenture, the
Trustee shall receive, and shall be fully protected in relying upon, an opinion of counsel addressed
and delivered to the Trustee and the City stating that the execution of such Supplemental
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Indenture is permitted by and in compliance with this Indenture. The Trustee may, but shall not
be obligated to, enter into any such Supplemental Indenture which affects the Trustee's own
rights, duties and immunities under this Indenture.
ARTICLE XI
DEFAULT AND REMEDIES
Section 11.1. Events of Default.
(a) Each of the following occurrences or events shall be and is hereby declared to be
an "Event of Default," to wit:
(i) The failure of the City to deposit the Pledged Revenues to the Bond
Pledged Revenue Account of the Pledged Revenue Fund;
(ii) The failure of the City to enforce the collection of the Improvement Area#1
Assessments, including the prosecution of foreclosure proceedings;
(iii) The failure to make payment of the principal of or interest on any of the
Bonds Similarly Secured when the same becomes due and payable and such failure is
not remedied within thirty (30) days; provided, however, that the payments are to be made
only from Pledged Revenues or other funds currently available in the Pledged Funds and
available to the City to make the payments; and
(iv) Default in the performance or observance of any covenant, agreement or
obligation of the City under this Indenture and the continuation thereof for a period of
ninety (90) days after written notice to the City by the Trustee, or by the Owners of at least
25% of the aggregate Outstanding principal of the Bonds Similarly Secured with a copy to
the Trustee, specifying such default and requesting that the failure be remedied.
(b) Nothing in Section 11.1(a) will be an Event of Default if it is in violation of any
applicable state law or court order.
Section 11.2. Immediate Remedies for Default.
(a) Subject to Article VIII, upon the happening and continuance of any of the Events
of Default described in Section 11.1, the Trustee may, and at the written direction of the Owners
of at least 25% of the Bonds Similarly Secured then Outstanding and its receipt of indemnity
satisfactory to it, shall proceed against the City for the purpose of protecting and enforcing the
rights of the Owners under this Indenture, by action seeking mandamus or by other suit, action,
or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief to
the extent permitted by Applicable Laws, including, but not limited to, the specific performance
of any covenant or agreement contained herein, or injunction; provided, however, that no action
for money damages against the City may be sought or shall be permitted. The Trustee retains
the right to obtain the advice of counsel in its exercise of remedies of default.
(b) THE PRINCIPAL OF THE BONDS SIMILARLY SECURED SHALL NOT BE
SUBJECT TO ACCELERATION UNDER ANY CIRCUMSTANCES.
(c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect
to all Outstanding Bonds Similarly Secured, in the selection of Trust Estate assets to be used in
the payment of Bonds Similarly Secured due under this Article, the City shall determine, in its
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absolute discretion, and shall instruct the Trustee by City Certificate, which Trust Estate assets
shall be applied to such payment and shall not be liable to any Owner or other Person by reason
of such selection and application. In the event that the City shall fail to deliver to the Trustee
such City Certificate, the Trustee shall select and liquidate or sell Trust Estate assets as provided
in the following paragraph, and shall not be liable to any Owner, or other Person, or the City by
reason of such selection, liquidation or sale.
(d) Whenever moneys are to be applied pursuant to this Article XI, irrespective of and
whether other remedies authorized under this Indenture shall have been pursued in whole or in
part, the Trustee may cause any or all of the assets of the Trust Estate, including Investment
Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title,
interest, claim and demand thereto and the right of redemption thereof, in one or more parts, at
any such place or places, and at such time or times and upon such notice and terms as the
Trustee may deem appropriate and as may be required by law and apply the proceeds thereof
in accordance with the provisions of this Section. Upon such sale, the Trustee may make and
deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the
same, which sale shall be a perpetual bar both at law and in equity against the City, and all other
Persons claiming such properties. No purchaser at any sale shall be bound to see to the
application of the purchase money proceeds thereof or to inquire as to the authorization,
necessity, expediency, or regularity of any such sale. Nevertheless, if so requested by the
Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the
Trustee or to such purchaser or purchasers all such instruments as may be necessary or, in the
judgment of the Trustee, proper for the purpose which may be designated in such request.
Section 11.3. Restriction on Owner's Action.
(a) No Owner shall have any right to institute any action, suit or proceeding at law or
in equity for the enforcement of this Indenture or for the execution of any trust thereof or any
other remedy hereunder, unless (i) a default has occurred and is continuing of which the Trustee
has been notified in writing, (ii) such default has become an Event of Default and the Owners of
not less than 25% of the aggregate principal amount of the Bonds Similarly Secured then
Outstanding have made written request to the Trustee and offered it reasonable opportunity
either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or
proceeding in its own name, (iii) the Owners have furnished to the Trustee indemnity as provided
in Section 9.2 herein, (iv) the Trustee has for ninety (90) days after such notice failed or refused
to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its
own name, (v) no direction inconsistent with such written request has been given to the Trustee
during such 90-day period by the Owners of at least a majority of the aggregate principal amount
of the Bonds Similarly Secured then Outstanding, and (vi) notice of such action, suit, or
proceeding is given to the Trustee; however, no one or more Owners of the Bonds Similarly
Secured shall have any right in any manner whatsoever to affect, disturb, or prejudice this
Indenture by its, his or their action or to enforce any right hereunder except in the manner
provided herein, and that all proceedings at law or in equity shall be instituted and maintained in
the manner provided herein and for the equal benefit of the Owners of all Bonds Similarly
Secured then Outstanding. The notification, request and furnishing of indemnity set forth above
shall, at the option of the Trustee, be conditions precedent to the execution of the powers and
trusts of this Indenture and to any action or cause of action for the enforcement of this Indenture
or for any other remedy hereunder.
(b) Subject to Article VIII, nothing in this Indenture shall affect or impair the right of
any Owner to enforce, by action at law, payment of any Bond Similarly Secured at and after the
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maturity thereof, or on the date fixed for redemption or the obligation of the City to pay each Bond
Similarly Secured issued hereunder to the respective Owners thereof at the time and place, from
the source and in the manner expressed herein and in the Bonds Similarly Secured.
(c) In case the Trustee or any Owners shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or abandoned for any
reason or shall have been determined adversely to the Trustee or any Owners, then and in every
such case the City, the Trustee and the Owners shall be restored to their former positions and
rights hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such
proceedings had been taken.
Section 11.4. Application of Revenues and Other Moneys After Default.
(a) All moneys, securities, funds and Pledged Revenues and other assets of the Trust
Estate and the income therefrom received by the Trustee pursuant to any right given or action
taken under the provisions of this Article shall, after payment of the cost and expenses of the
proceedings resulting in the collection of such amounts, the expenses (including its counsel),
liabilities, and advances incurred or made by the Trustee, and the fees of the Trustee in carrying
out this Indenture, during the continuance of an Event of Default, notwithstanding Section 11.2
hereof, shall be applied by the Trustee, on behalf of the City, to the payment of interest and
principal or Redemption Price then due on Bonds Similarly Secured, as follows:
FIRST: To the payment to the Owners entitled thereto all installments of interest
then due in the direct order of maturity of such installments, and, if the amount
available shall not be sufficient to pay in full any installment, then to the payment
thereof ratably, according to the amounts due on such installment, to the Owners
entitled thereto, without any discrimination or preference; and
SECOND: To the payment to the Owners entitled thereto of the unpaid principal of
Outstanding Bonds Similarly Secured, or Redemption Price of any Bonds Similarly
Secured which shall have become due, whether at maturity or by call for
redemption, in the direct order of their due dates and, if the amounts available shall
not be sufficient to pay in full all the Bonds Similarly Secured due on any date, then
to the payment thereof ratably, according to the amounts of principal due and to
the Owners entitled thereto, without any discrimination or preference.
Within ten (10) days of receipt of such good and available funds, the Trustee may fix a
record and payment date for any payment to be made to Owners pursuant to this Section 11.4.
(b) In the event funds are not adequate to cure any of the Events of Default described
in Section 11.1, the available funds shall be allocated to the Bonds Similarly Secured that are
Outstanding in proportion to the quantity of Bonds Similarly Secured that are currently due and
in default under the terms of this Indenture.
(c) The restoration of the City to its prior position after any and all defaults have been
cured, as provided in Section 11.3, shall not extend to or affect any subsequent default under
this Indenture or impair any right consequent thereon.
139199012.11 - rJ5 -
Section 11.5. Effect of Waiver.
No delay or omission of the Trustee, or any Owner, 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 an acquiescence therein; and every power and remedy given by
this Indenture to the Trustee or the Owners, respectively, may be exercised from time to time
and as often as may be deemed expedient.
Section 11.6. Evidence of Ownership of Bonds Similarly Secured.
(a) Any request, consent, revocation of consent or other instrument which this
Indenture may require or permit to be signed and executed by the Owners of Bonds Similarly
Secured may be in one or more instruments of similar tenor, and shall be signed or executed by
such Owners in person or by their attorneys duly appointed in writing. Proof of the execution of
any such instrument, or of any instrument appointing any such attorney, or the holding by any
Person of the Bonds Similarly Secured shall be sufficient for any purpose of this Indenture
(except as otherwise herein expressly provided) if made in the following manner:
(i) The fact and date of the execution of such instruments by any Owner of
Bonds Similarly Secured or the duly appointed attorney authorized to act on behalf of such
Owner may be provided by a guarantee of the signature thereon by a bank or trust
company or by the certificate of any notary public or other officer authorized to take
acknowledgments of deeds, that the Person signing such request or other instrument
acknowledged to him the execution thereof, or by an affidavit of a witness of such
execution, duly sworn to before such notary public or other officer. Where such execution
is by an officer of a corporation or association or a member of a partnership, on behalf of
such corporation, association or partnership, such signature guarantee, certificate, or
affidavit shall also constitute sufficient proof of his authority.
(ii) The ownership of Bonds Similarly Secured and the amount, numbers and
other identification and date of holding the same shall be proved by the Register.
(b) Except as otherwise provided in this Indenture with respect to revocation of a
consent, any request or consent by an Owner of Bonds Similarly Secured shall bind all future
Owners of the same Bonds Similarly Secured in respect of anything done or suffered to be done
by the City or the Trustee in accordance therewith.
Section 11.7. No Acceleration.
In the event of the occurrence of an Event of Default under Section 11.1 hereof, the right
of acceleration of any Stated Maturity is not granted as a remedy hereunder and the right of
acceleration under this Indenture is expressly denied.
Section 11.8. Mailing of Notice.
Any provision in this Article for the mailing of a notice or other document to Owners shall
be fully complied with if it is mailed, first-class, postage prepaid, only to each Owner at the address
appearing upon the Register.
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Section 11.9. Exclusion of Bonds Similarly Secured.
Bonds Similarly Secured owned or held by or for the account of the City will not be deemed
Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds
Similarly Secured provided for in this Indenture, and the City shall not be entitled with respect to
such Bonds Similarly Secured to give any consent or take any other action provided for in this
Indenture.
Section 11.10. Remedies Not Exclusive.
No remedy herein conferred upon or reserved to the Trustee or to the Owners is intended
to be exclusive of any other remedy and each and every such remedy shall be cumulative and
shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in
equity, by statute or by contract.
Section 11.11. Direction by Owners.
Anything herein to the contrary notwithstanding, the Owners of at least 25% of the
aggregate outstanding principal of the Bonds shall have the right by an instrument in writing
executed and delivered to the Trustee, to direct the choice of remedies and the time, method, and
place of conducting a proceeding for any remedy available to the Trustee hereunder, under each
Supplemental Indenture, or otherwise, or exercising any trust or power conferred upon the
Trustee, including the power to direct or withhold directions with respect to any remedy available
to the Trustee or the Owners, provided, (i) such direction shall not be otherwise than in
accordance with Applicable Laws and the provisions hereof, (ii) that the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such direction, and (iii)
that the Trustee shall have the right to decline to follow any such direction which, in the opinion
of the Trustee, would be unjustly prejudicial to Owners not parties to such direction.
ARTICLE XI
GENERAL COVENANTS AND REPRESENTATIONS
Section 12.1. Representations as to Trust Estate.
(a) The City represents and warrants that it is authorized by Applicable Laws to
authorize and issue the Bonds Similarly Secured, to execute and deliver this Indenture and to
pledge the Trust Estate in the manner and to the extent provided in this Indenture, and that the
Pledged Revenues and the Trust Estate are and will be and remain free and clear of any pledge,
lien, charge, or encumbrance thereon or with respect thereto prior to, or of equal rank with, the
pledge and lien created in or authorized by this Indenture except as expressly provided herein.
(b) The City shall at all times, to the extent permitted by Applicable Laws, defend,
preserve and protect the pledge of the Trust Estate and all the rights of the Owners and the
Trustee, under this Indenture against all claims and demands of all Persons whomsoever.
(c) The City will take all steps reasonably necessary and appropriate, and will direct
the Trustee to take all steps reasonably necessary and appropriate, to collect all delinquencies
in the collection of the Improvement Area #1 Assessments and any other amounts pledged to
the payment of the Bonds Similarly Secured to the fullest extent permitted by the PID Act and
other Applicable Laws.
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(d) To the extent permitted by law, notice of the Improvement Area #1 Annual
Installments shall be sent by, or on behalf of the City, to the affected property owners on the
same statement or such other mechanism that is used by the City, so that such Improvement
Area #1 Annual Installments are collected simultaneously with ad valorem taxes and shall be
subject to the same penalties, procedures, and foreclosure sale in case of delinquencies as are
provided for ad valorem taxes of the City.
Section 12.2. Accounts, Periodic Reports and Certificates.
The Trustee shall keep or cause to be kept proper books of record and account (separate
from all other records and accounts) in which complete and correct entries shall be made of its
transactions relating to the Funds and Accounts established by this Indenture and which shall at
all times be subject to inspection by the City, and the Owner or Owners of not less than 10% in
principal amount of any Bonds Similarly Secured then Outstanding or their representatives duly
authorized in writing.
Section 12.3. General.
The City shall do and perform or cause to be done and performed all acts and things
required to be done or performed by or on behalf of the City under the provisions of this Indenture.
ARTICLE XIII
SPECIAL COVENANTS
Section 13.1. Further Assurances; Due Performance.
(a) At any and all times the City will duly execute, acknowledge and deliver, or will
cause to be done, executed and delivered, all and every such further acts, conveyances,
transfers, and assurances in a manner as the Trustee shall reasonably require for better
conveying, transferring, pledging, and confirming unto the Trustee, all and singular, the
revenues, Funds, Accounts and properties constituting the Pledged Revenues, and the Trust
Estate hereby transferred and pledged, or intended so to be transferred and pledged.
(b) The City will duly and punctually keep, observe and perform each and every term,
covenant and condition on its part to be kept, observed and performed, contained in this
Indenture.
Section 13.2. Additional Obligations or Other Liens; Refunding Bonds.
(a) The City reserves the right to issue Additional Obligations under other indentures,
assessment ordinances, or similar agreements or other obligations which do not constitute or
create a lien on the Trust Estate and are not payable from Pledged Revenues or any portion of
the Trust Estate. Additionally, the City has reserved the right to issue bonds or other obligations
secured by and payable from Pledged Revenues so long as such pledge is subordinate to the
pledge of Pledged Revenues securing payment of the Bonds Similarly Secured.
(b) Other than Refunding Bonds issued to refund all or a portion of the Bonds, the
City will not create or voluntarily permit to be created any debt, lien or charge on any portion of
the Trust Estate, and will not cause or allow any matter or things whereby the lien of this
Indenture or the priority hereof might or could be lost or impaired, and further covenants that it
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will pay or cause to be paid or will make adequate provisions for the satisfaction and discharge
of all lawful claims and demands which if unpaid might by law be given precedence over or any
equality with this Indenture as a lien or charge upon the Trust Estate; provided, however, that
nothing in this Section shall require the City to apply, discharge, or make provision for any such
lien, charge, claim, or demand so long as the validity thereof shall be contested by it in good
faith, unless thereby, in the opinion of Bond Counsel or counsel to the Trustee, the same would
endanger the security for the Bonds.
(c) The City reserves the right to issue Refunding Bonds, the proceeds of which
would be utilized to refund all or any portion of the Outstanding Bonds Similarly Secured or
Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as
authorized by the laws of the State, and in accordance with the conditions set forth below:
(i) The principal of all Refunding Bonds must (i) be scheduled to be paid, (ii)
be subject to mandatory sinking fund redemption or (iii) mature, on September 15 of the
years in which such principal (i) is scheduled to be paid, (ii) is subject to mandatory sinking
fund redemption or (iii) matures. All Refunding Bonds must bear interest at a fixed rate
and any interest payment dates for Refunding Bonds must be March 15 and September
15. The date, rate or rates of interest on, interest payment dates, maturity dates,
redemption and all other terms and provisions of Refunding Bonds shall be set forth in a
Supplemental Indenture; and
(ii) Upon their authorization by the City, the Refunding Bonds of a Series
issued under this Section 13.2 shall be issued and shall be delivered to the purchasers or
owners thereof, but before, or concurrently with, the delivery of said Refunding Bonds to
such purchasers or owners there shall have been filed with the Trustee(1) a copy, certified
by the City Secretary of the City, of the ordinance or ordinances of the City authorizing the
issuance, sale, execution and delivery of the Refunding Bonds and the execution and
delivery of a Supplemental Indenture establishing, among other things, the date, rate or
rates of interest on, interest payment dates, maturity dates, redemption and all other terms
and provisions of such Refunding Bonds, and (2) an original executed counterpart of the
Supplemental Indenture for such Refunding Bonds.
Section 13.3. Books of Record.
(a) The City shall cause to be kept full and proper books of record and accounts, in
which full, true and proper entries will be made of all dealing, business and affairs of the City,
which relate to the Pledged Revenues, the Pledged Funds, the Trust Estate, and the Bonds
Similarly Secured.
(b) The Trustee shall have no responsibility with respect to the financial and other
information received by it pursuant to this Section 13.3 except to receive and retain same, subject
to the Trustee's document retention policies, and to distribute the same in accordance with the
provisions of this Indenture. Specifically, but without limitation, the Trustee shall have no duty to
review such information, is not considered to have notice of the contents of such information or
a default based on such contents, and has no duty to verify the accuracy of such information.
139199012.11 - 59 -
ARTICLE XIV
PAYMENT AND CANCELLATION OF THE BONDS SIMILARLY SECURED AND
SATISFACTION OF THE INDENTURE
Section 14.1. Trust Irrevocable.
The trust created by the terms and provisions of this Indenture is irrevocable until the
Bonds Similarly Secured secured hereby are fully paid or provision is made for their payment as
provided in this Article.
Section 14.2. Satisfaction of Indenture.
If the City shall pay or cause to be paid, or there shall otherwise be paid to the Owners,
principal of and interest on all of the Bonds Similarly Secured, at the times and in the manner
stipulated in this Indenture, and all amounts due and owing with respect to the Bonds Similarly
Secured have been paid or provided for, then the pledge of the Trust Estate and all covenants,
agreements, and other obligations of the City to the Owners of such Bonds Similarly Secured,
shall thereupon cease, terminate, and become void and be discharged and satisfied. In such
event, the Trustee shall execute and deliver to the City copies of all such documents as it may
have evidencing that principal of and interest on all of the Bonds Similarly Secured has been paid
so that the City may determine if the Indenture is satisfied; if so, the Trustee shall pay over or
deliver all moneys held by it in the in Funds and Accounts held hereunder to the Person entitled
to receive such amounts, or, if no Person is entitled to receive such amounts, then to the City.
Section 14.3. Bonds Similarly Secured Deemed Paid.
All Outstanding Bonds Similarly Secured shall, prior to the Stated Maturity or redemption
date thereof be deemed to have been paid and to no longer be deemed Outstanding if(i) in case
any such Bonds Similarly Secured are to be redeemed on any date prior to their Stated Maturity,
the Trustee shall have given notice of redemption on said date as provided herein, (ii) there shall
have been deposited with the Trustee either moneys in an amount which shall be sufficient, or
Defeasance Securities the principal of and the interest on which when due will provide moneys
which, together with any moneys deposited with the Trustee for such purpose, shall be sufficient
to pay when due the principal of and interest on of the Bonds Similarly Secured to become due
on such Bonds Similarly Secured on and prior to the redemption date or maturity date thereof, as
the case may be, (iii) the Trustee shall have received a report by an independent certified public
accountant or other third-party selected by the City verifying the sufficiency of the moneys and/or
Defeasance Securities deposited with the Trustee to pay when due the principal of and interest
on of the Bonds Similarly Secured to become due on such Bonds Similarly Secured on and prior
to the redemption date or maturity date thereof, as the case may be, and (iv) if any Bonds Similarly
Secured are then rated, the Trustee shall have received written confirmation from each rating
agency then publishing a rating on such Bonds Similarly Secured that such deposit will not result
in the reduction or withdrawal of the rating on such Bonds Similarly Secured. Neither Defeasance
Securities nor moneys deposited with the Trustee pursuant to this Section nor principal or interest
payments on any such Defeasance Securities shall be withdrawn or used for any purpose other
than, and shall be held in trust for, the payment of the principal of and interest on the Bonds
Similarly Secured. Any cash received from such principal of and interest on such Defeasance
Securities deposited with the Trustee, if not then needed for such purpose, shall, be reinvested
in Defeasance Securities as directed in writing by the City maturing at times and in amounts
sufficient to pay when due the principal of and interest on the Bonds Similarly Secured on and
prior to such redemption date or maturity date thereof, as the case may be. Any payment for
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Defeasance Securities purchased for the purpose of reinvesting cash as aforesaid shall be made
only against delivery of such Defeasance Securities.
ARTICLE XV
MISCELLANEOUS
Section 15.1. Benefits of Indenture Limited to Parties.
Nothing in this Indenture, expressed or implied, is intended to give to any Person other
than the City, the Trustee and the Owners, any right, remedy, or claim under or by reason of this
Indenture. Any covenants, stipulations, promises or agreements in this Indenture by and on
behalf of the City shall be for the sole and exclusive benefit of the Owners and the Trustee.
Section 15.2. Successor is Deemed Included in All References to Predecessor.
Whenever in this Indenture or any Supplemental Indenture either the City or the Trustee
is named or referred to, such reference shall be deemed to include the successors or assigns
thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the
City or the Trustee shall bind and inure to the benefit of the respective successors and assigns
thereof whether so expressed or not.
Section 15.3. Execution of Documents and Proof of Ownership by Owners.
Any request, declaration, or other instrument which this Indenture may require or permit
to be executed by Owners may be in one or more instruments of similar tenor, and shall be
executed by Owners in person or by their attorneys duly appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration, or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports to
act, that the Person signing such request, declaration, or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly
sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds
Similarly Secured and the amount, maturity, number, and date of holding the same shall be proved
by the Register.
Any request, declaration or other instrument or writing of the Owner of any Bond Similarly
Secured shall bind all future Owners of such Bond Similarly Secured in respect of anything done
or suffered to be done by the City or the Trustee in good faith and in accordance therewith.
Section 15.4. Waiver of Personal Liability.
No member, officer, agent, or employee of the City shall be individually or personally liable
for the payment of the principal of, or interest or any premium on, the Bonds Similarly Secured;
but nothing herein contained shall relieve any such member, officer, agent, or employee from the
performance of any official duty provided by law.
139199012.11 - 61 -
Section 15.5. Notices to and Demands on City and Trustee.
(a) Except as otherwise expressly provided in this Indenture, all notices or other
instruments required or permitted under this Indenture, including any City Certificate, shall be in
writing and shall be telexed, cabled, delivered by hand, mailed by first-class mail, postage
prepaid, or transmitted by facsimile or e-mail and addressed as follows:
If to the City: City of Corpus Christi, Texas
1200 Leopard Street
Corpus Christi, Texas 78401
Attn: City Manager
With a copy to: P3 Works, LLC
Attn: Mary V. Petty, Managing Partner
9284 Huntington Square
North Richland Hills, Texas 76182
Phone No.: 817.393.0353
Email: Admin@P3-Works.com
If to the Trustee BOKF, NA
or the Paying Agent/Registrar: Attn: Rachel Roy
1401 McKinney Street, Suite 1000
Houston, Texas 77010
Fax No.: 713-470-5467
Email: rachel.roy(a)bankoftexas.com
Any such notice, demand, or request may also be transmitted to the appropriate party by
telephone and shall be deemed to be properly given or made at the time of such transmission if,
and only if, such transmission of notice shall be confirmed in writing and sent as specified above.
Any of such addresses may be changed at any time upon written notice of such change
given to the other party by the party effecting the change. Notices and consents given by mail in
accordance with this Section shall be deemed to have been given five Business Days after the
date of dispatch; notices and consents given by any other means shall be deemed to have been
given when received.
(b) The Trustee shall mail to each Owner of a Bond Similarly Secured notice of (i)
any substitution of the Trustee; or (ii) the redemption or defeasance of all Bonds Similarly
Secured Outstanding.
(c) The Trustee shall have the right to accept and act upon instructions, including
funds transfer instructions ("Instructions") given pursuant to this Indenture and delivered using
Electronic Means ("Electronic Means" means the following communications methods: e-mail,
facsimile transmission, secure electronic transmission containing applicable authorization codes,
passwords and/or authentication keys issued by the Trustee, or another method or system
specified by the Trustee as available for use in connection with its services hereunder); provided,
however, that the City shall provide to the Trustee an incumbency certificate listing officers with
the authority to provide such Instructions ("Authorized Officers") and containing specimen
signatures of such Authorized Officers, which incumbency certificate shall be amended by the
139199012.11 - 62 -
City whenever a person is to be added or deleted from the listing. If the City elects to give the
Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon
such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling.
The City understands and agrees that the Trustee cannot determine the identity of the actual
sender of such Instructions and that the Trustee shall conclusively presume that directions that
purport to have been sent by an Authorized Officer listed on the incumbency certificate provided
to the Trustee have been sent by such Authorized Officer. The City shall be responsible for
ensuring that only Authorized Officers transmit such Instructions to the Trustee and the City and
all Authorized Officers are solely responsible to safeguard the use and confidentiality of
applicable user and authorization codes, passwords and/or authentication keys upon receipt by
the City. The Trustee shall not be liable for any losses, costs or expenses arising directly or
indirectly from the Trustee's reliance upon and compliance with such Instructions
notwithstanding such directions conflict or are inconsistent with a subsequent written instruction.
The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit
Instructions to the Trustee, including without limitation the risk of the Trustee acting on
unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is
fully informed of the protections and risks associated with the various methods of transmitting
Instructions to the Trustee and that there may be more secure methods of transmitting
Instructions than the method(s) selected by the City; (iii) that the security procedures (if any) to
be followed in connection with its transmission of Instructions provide to it a commercially
reasonable degree of protection in light of its particular needs and circumstances; and (iv) to
notify the Trustee immediately upon learning of any compromise or unauthorized use of the
security procedures.
Section 15.6. Partial Invalidity.
If any Section, paragraph, sentence, clause, or phrase of this Indenture shall for any
reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining
portions of this Indenture. The City hereby declares that it would have adopted this Indenture and
each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the
issue of the Bonds Similarly Secured pursuant thereto irrespective of the fact that any one or more
Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal,
invalid, or unenforceable.
Section 15.7. Applicable Laws.
This Indenture shall be governed by and enforced in accordance with the laws of the State
of Texas applicable to contracts made and performed in the State of Texas.
Section 15.8. Payment on Business Day.
In any case where the date of the maturity of interest or of principal (and premium, if any)
of the Bonds Similarly Secured or the date fixed for redemption of any Bonds Similarly Secured
or the date any action is to be taken pursuant to this Indenture is other than a Business Day, the
payment of interest or principal (and premium, if any) or the action need not be made on such
date but may be made on the next succeeding day that is a Business Day with the same force
and effect as if made on the date required and no interest shall accrue for the period from and
after such date.
139199012.11 - 63 -
Section 15.9. Counterparts.
This Indenture may be executed in counterparts, each of which shall be deemed an
original.
Section 15.10. Verifications of Statutory Representations and Covenants.
The Trustee makes the following representations and covenants pursuant to Chapter
2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the"Government
Code"), in entering into this Indenture. As used in such verifications, "affiliate" means an entity
that controls, is controlled by, or is under the common control with the Trustee within the meaning
of SEC Rule 405, 17 C.F.R. Section 230.405, and exists to make a profit. Liability for breach of
any such verification during the term of this Indenture shall survive until barred by the applicable
statute of limitations, and shall not be liquidated or otherwise limited by any provision of this
Indenture, notwithstanding anything in this Indenture to the contrary.
(a) Not a Sanctioned Company.
The Trustee represents that neither it nor any of its parent company, wholly- or majority-
owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained
by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201,
Government Code. The foregoing representation excludes the Trustee and each of its parent
company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States
government has affirmatively declared to be excluded from its federal sanctions regime relating
to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization.
(b) No Boycott of Israel.
The Trustee hereby verifies that it and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the
term of this Indenture. As used in the foregoing verification, "boycott Israel' has the meaning
provided in Section 2271.001, Government Code.
(c) No Discrimination Against Firearm Entities.
The Trustee hereby verifies that it and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association and will not discriminate against
a firearm entity or firearm trade association during the term of this Indenture. As used in the
foregoing verification, "discriminate against a firearm entity or firearm trade association" has the
meaning provided in Section 2274.001(3), Government Code.
(d) No Boycott of Energy Companies.
The Trustee hereby verifies that it and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott
energy companies during the term of this Indenture. As used in the foregoing verification, "boycott
energy companies" has the meaning provided in Section 2276.001(1), Government Code.
139199012.11 - 64 -
IN WITNESS WHEREOF, the City and the Trustee have caused this Indenture of Trust to
be executed all as of the date hereof.
CITY OF CORPUS CHRIST], TEXAS
1
By:
Mayor
Attest:
-City Secretary
[CITY,SEAL]
BOKF, NA,
as Trustee
By:
Authorized Officer
Signature Page to Indenture of Trust
relating to
CITY OF CORPUS CHRISTI, TEXAS
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA#1 PROJECT)
IN WITNESS WHEREOF, the City and the Trustee have caused this Indenture of Trust to
be executed all as of the date hereof.
CITY OF CORPUS CHRISTI, TEXAS
By:
Mayor
Attest:
City Secretary
[CITY SEAL]
BOKF, NA,
as Trustee
By:
Authorized Officer
Signature Page to Indenture of Trust
relating to
CITY OF CORPUS CHRISTI,TEXAS
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA#1 PROJECT)
EXHIBIT A
Form of Bond
(e) Form of Bond.
NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS,
THE CITY, OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION OR AGENCY
THEREOF, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS
BOND.
REGISTERED REGISTERED
No. $
United States of America
State of Texas
CITY OF CORPUS CHRISTI, TEXAS
SPECIAL ASSESSMENT REVENUE BOND, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA#1 PROJECT)
INTEREST RATE MATURITY DATE DATE OF DELIVERY CUSIP NUMBER
% , 20
The City of Corpus Christi, Texas (the "City"), for value received, hereby promises to pay,
solely from the Trust Estate, to
or registered assigns, on the Maturity Date, as specified above, the sum of
DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provision for such payment shall have been made, and to pay
interest on the unpaid principal amount hereof from the later of the Date of Delivery, as specified
above, or the most recent Interest Payment Date to which interest has been paid or provided for
until such principal amount shall have been paid or provided for, at the per annum rate of interest
specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest
to be paid semiannually on March 15 and September 15 of each year, commencing March 15,
2025, until maturity or prior redemption.
Capitalized terms appearing herein that are defined terms in the Indenture defined below,
have the meanings assigned to them in the Indenture. Reference is made to the Indenture for
such definitions and for all other purposes.
The principal of this Bond shall be payable without exchange or collection charges in lawful
money of the United States of America upon presentation and surrender of this Bond at the
corporate trust office in Houston, Texas (the "Designated Payment/Transfer Office"), of BOKF,
NA, as trustee and paying agent/registrar (the "Trustee", which term includes any successor
trustee under the Indenture), or, with respect to a successor trustee and paying agent/registrar,
at the Designated Payment/Transfer Office of such successor. Interest on this Bond is payable
by check dated as of the Interest Payment Date, mailed by the Trustee to the registered owner at
139199012.11 A-1
the address shown on the registration books kept by the Trustee or by such other customary
banking arrangements acceptable to the Trustee, requested by, and at the risk and expense of,
the Person to whom interest is to be paid. For the purpose of the payment of interest on this
Bond, the registered owner shall be the Person in whose name this Bond is registered at the close
of business on the "Record Date," which shall be the fifteenth calendar day of the month next
preceding such Interest Payment Date; provided, however, that in the event of nonpayment of
interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for
such interest payment (a "Special Record Date") will be established by the Trustee, 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 15 days after the Special Record Date) shall be sent at least five Business
Days prior to the Special Record Date by United States mail, first-class, postage prepaid, to the
address of each Owner of a Bond appearing on the books of the Trustee at the close of business
on the last Business Day preceding the date of mailing such notice.
If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday,
legal holiday, or a day on which banking institutions in the city in which the Designated
Payment/Transfer Office is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding Business Day, and payment on such date
shall have the same force and effect as if made on the original date payment was due.
This Bond is one of a duly authorized issue of assessment revenue bonds of the City
having the designation specified in its title (herein referred to as the "Bonds"), dated October 31,
2024 and issued in the aggregate principal amount of$22,624,000 and issued, with the limitations
described herein, pursuant to an Indenture of Trust, dated as of October 1, 2024 (the"Indenture"),
by and between the City and the Trustee, to which Indenture reference is hereby made for a
description of the amounts thereby pledged and assigned, the nature and extent of the lien and
security, the respective rights thereunder to the holders of the Bonds, the Trustee, and the City,
and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this
reference to the terms of which each holder of this Bond hereby consents. All Bonds issued under
the Indenture are equally and ratably secured by the amounts thereby pledged and assigned.
The Bonds are being issued for the purpose of (i) paying a portion of the Actual Costs of the
Improvement Area #1 Improvements, (ii) funding a reserve fund for payment of principal and
interest on the Bonds Similarly Secured, (iii) paying a portion of the costs incidental to the
organization and administration of the District, and (iv) paying costs of issuance of the Bonds.
The Bonds are limited obligations of the City payable solely from the Trust Estate as
defined in the Indenture. Reference is hereby made to the Indenture, copies of which are on file
with and available upon request from the Trustee, for the provisions, among others, with respect
to the nature and extent of the duties and obligations of the City, the Trustee and the Owners.
The Owner of this Bond, by the acceptance hereof, is deemed to have agreed and consented to
the terms, conditions and provisions of the Indenture.
Notwithstanding any provision hereof, the Indenture may be released and the obligation
of the City to make money available to pay this Bond may be defeased by the deposit of money
and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in
the Indenture.
The Bonds are issuable as fully registered bonds only in Authorized Denominations,
subject to the provisions of the Indenture authorizing redemption in denominations of $100,000
and any multiple of$1,000 in excess thereof.
Improvement Area#1 Indenture of Trust
139199012.11 A-2
The Bonds are subject to sinking fund redemption prior to their respective maturities and
will be redeemed by the City in part at a price equal to the principal amount thereof plus accrued
and unpaid interest thereon to the date set for redemption from moneys available for such purpose
in the Redemption Fund pursuant to Article VI of the Indenture, on the dates and in the Sinking
Fund Installment amounts as set forth in the following schedule:
Term Bonds Maturing September 15, 2031
Sinking Fund
Redemption Date Installment ($)
September 15, 2025 536,000
September 15, 2026 278,000
September 15, 2027 294,000
September 15, 2028 312,000
September 15, 2029 329,000
September 15, 2030 349,000
September 15, 2031* 370,000
* maturity
Term Bonds Maturing September 15, 2044
Sinking Fund
Redemption Date Installment ($)
September 15, 2032 392,000
September 15, 2033 417,000
September 15, 2034 446,000
September 15, 2035 475,000
September 15, 2036 506,000
September 15, 2037 540,000
September 15, 2038 575,000
September 15, 2039 614,000
September 15, 2040 655,000
September 15, 2041 697,000
September 15, 2042 744,000
September 15, 2043 793,000
September 15, 2044* 846,000
* maturity
Term Bonds Maturing September 15, 2054
Sinking Fund
Redemption Date Installment ($)
September 15, 2045 901,000
September 15, 2046 965,000
Improvement Area#1 Indenture of Trust
139199012.11 A-3
September 15, 2047 1,032,000
September 15, 2048 1,105,000
September 15, 2049 1,182,000
September 15, 2050 1,265,000
September 15, 2051 1,353,000
September 15, 2052 1,447,000
September 15, 2053 1,549,000
September 15, 2054* 1,657,000
* maturity
At least forty-five (45) days prior to each mandatory sinking fund redemption date, and
subject to any prior reduction authorized by the Indenture, the Trustee shall select for redemption,
pursuant to the provisions of the Indenture, a principal amount of Bonds of such maturity equal to
the Sinking Fund Installments of such Bonds to be redeemed, shall call such Bonds for
redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of
such redemption, as provided in the Indenture.
The principal amount of Bonds required to be redeemed on any mandatory sinking fund
redemption date shall be reduced, at the option of the City, by the principal amount of any Bonds
of such maturity which, at least 45 days prior to the mandatory sinking fund redemption date (i)
shall have been acquired by the City at a price not exceeding the principal amount of such Bonds
plus accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for
cancellation, or (ii) shall have been redeemed pursuant to the optional redemption or
extraordinary optional redemption and not previously credited to a sinking fund redemption.
The City reserves the right and option to redeem Bonds maturing on or after September
15, 2035 before their scheduled maturity dates, in whole or in part, on any date on or after
September 15, 2034, such redemption date or dates to be fixed by the City, at the redemption
price of par plus accrued interest to the date of redemption.
Bonds are subject to extraordinary optional redemption prior to maturity in whole or in part,
and in an amount and on a date specified in a City Certificate, at a redemption price equal to the
principal amount of the Bonds called for redemption, plus accrued and unpaid interest to the date
fixed for redemption, pursuant to the provisions of the Indenture, from amounts on deposit in the
Redemption Fund as a result of Prepayments, other transfers to the Redemption Fund pursuant
to the Indenture, or as a result of unexpended amounts transferred from the Project Fund as
provided in the Indenture.
The Trustee shall give notice of any redemption of Bonds by sending notice by United
States mail, first-class, postage prepaid, not less than 30 days before the date fixed for
redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the address shown
on the Register. The notice shall state the redemption date, the Redemption Price, the place at
which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding
are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. Any notice
so given shall be conclusively presumed to have been duly given, whether or not the Owner
receives such notice.
With respect to any optional redemption of the Bonds, unless the Trustee has received
funds sufficient to pay the redemption price of the Bonds to be redeemed before giving of a notice
of redemption, the notice may state the City may condition redemption on the receipt of such
funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any
Improvement Area#1 Indenture of Trust
139199012.11 A-4
other prerequisites set forth in the notice of redemption. If a conditional notice of redemption is
given and such prerequisites to the redemption are not satisfied and sufficient funds are not
received, the notice shall be of no force and effect, the City shall not redeem the Bonds, and the
Trustee shall give notice, in the manner in which the notice of redemption was given, that the
Bonds have not been redeemed.
The Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the City and the rights of the holders
of the Bonds under the Indenture at any time Outstanding affected by such modification. The
Indenture also contains provisions permitting the holders of specified percentages in aggregate
principal amount of the Bonds at the time Outstanding, on behalf of the holders of all the Bonds,
to waive compliance by the City with certain past defaults under the Bond Ordinance or the
Indenture and their consequences. Any such consent or waiver by the holder of this Bond or any
predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder
and upon all future holders thereof and of any Bond issued upon the transfer thereof or in
exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made
upon this Bond.
As provided in the Indenture, this Bond is transferable upon surrender of this Bond for
transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of
transfer as is acceptable to the Trustee, and upon delivery to the Trustee of such certifications
and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond.
Upon satisfaction of such requirements, one or more new fully registered Bonds of the same
Stated Maturity, of Authorized Denominations, bearing the same rate of interest, and for the same
aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond
called for redemption where such redemption is scheduled to occur within 45 calendar days of
the transfer or exchange date; provided, however, such limitation shall not be applicable to an
exchange by the registered owner of the uncalled principal balance of a Bond redeemed in part.
The City, the Trustee, and any other Person may treat the Person in whose name this
Bond is registered as the owner hereof for the purpose of receiving payment as herein provided
(except interest shall be paid to the Person in whose name this Bond is registered on the Record
Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond
be overdue, and neither the City nor the Trustee shall be affected by notice to the contrary.
NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF
THE CITY OF CORPUS CHRISTI, TEXAS, THE STATE OF TEXAS, OR ANY POLITICAL
SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series
of which it is a part is duly authorized by law; that all acts, conditions and things required to be
done precedent to and in the issuance of the Bonds have been properly done and performed and
have happened in regular and due time, form and manner, as required by law; and that the total
indebtedness of the City, including the Bonds, does not exceed any Constitutional or statutory
limitation.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be executed
under the official seal of the City.
Improvement Area#1 Indenture of Trust
139199012.11 A-5
Mayor, City of Corpus Christi, Texas
City Secretary, City of Corpus Christi, Texas
[City Seal]
(f) Form of Comptroller's Registration Certificate.
The following Registration Certificate of Comptroller of Public Accounts shall appear on
the Initial Bond:
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the
effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond
has been registered this day by me.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this
Comptroller of Public Accounts
of the State of Texas
[SEAL]
(g) Form of Certificate of Trustee.
CERTIFICATE OF TRUSTEE
It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the
within mentioned Indenture.
BOKF, NA
Houston, Texas, as Trustee
DATED:
By:
Authorized Signatory
(h) Form of Assignment.
Improvement Area#1 Indenture of Trust
139199012.11 A-6
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
(print or typewrite name, address and zip code of transferee):
(Social Security or other identifying number: ) the within Bond and
all rights hereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration hereof, with full power of
substitution in the premises.
Date:
Signature Guaranteed By: 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 and must
be guaranteed in a manner acceptable to the
Authorized Signatory Trustee.
(i) The Initial Bond shall be in the form set forth in paragraphs (a) through (d) of this
Exhibit A, except for the following alterations:
(i) immediately under the name of the Bond the heading "INTEREST RATE"
and "MATURITY DATE" shall both be completed with the expression "As Shown Below,"
and the reference to the "CUSIP NUMBER" shall be deleted;
(ii) in the first paragraph of the Bond, the words "on the Maturity Date as
specified above, the sum of DOLLARS" shall be deleted and the
following will be inserted: "on September 15 in each of the years, in the principal
installments and bearing interest at the per annum rates set forth in the following schedule:
Years Principal Amount ($) Interest Rate MY'
(Information to be inserted from Section 3.2(a)(iii) hereof); and
(iii) the Initial Bond shall be numbered T-1.
Improvement Area#1 Indenture of Trust
139199012.12 A-7
EXHIBIT B
BOND PURCHASE AGREEMENT
See Tab No. 11
139198996.6/1001186793 B-1
$22,624,000
CITY OF CORPUS CHRISTI, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA#1 PROJECT)
BOND PURCHASE AGREEMENT
October 15, 2024
City of Corpus Christi, Texas
1201 Leopard Street
Corpus Christi, Texas 78401
Ladies and Gentlemen:
The undersigned, FMSbonds, Inc. (the "Underwriter"), offers to enter into this Bond
Purchase Agreement(this"Agreement")with the City of Corpus Christi, Texas(the"City"),which
will be binding upon the City and the Underwriter upon the acceptance of this Agreement by the
City. This offer is made subject to its acceptance by the City by execution of this Agreement and
its delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date hereof and, if
not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to
the City at any time prior to the acceptance hereof by the City.
All capitalized terms not otherwise defined herein shall have the meanings given to such
terms in the Indenture (defined herein), between the City and BOKF, NA, as trustee (the
"Trustee'), authorizing the issuance of*the Bonds (defined herein), and the Limited Offering
Memorandum (defined herein).
1. Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of
representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to
purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than
all) of the $22,624,000 aggregate principal amount of the "City of Corpus Christi, Texas, Special
Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1
Improvement Area#1 Project)" (the"Bonds"), at a purchase price of$21,887,761.00(representing
the aggregate principal amount of the Bonds, less an original issue discount of $57,519.00, and
less an Underwriter's discount of$678,720.00).
Inasmuch as this purchase and sale represents a negotiated transaction, the City
understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or
fiduciary of the City (including, without limitation, a"municipal advisor" (as such term is defined
in Section 975(e)of the Dodd Frank Wall Street Reform and Consumer Protection Act)),but rather
is acting solely in its capacity as Underwriter for its own account. The City acknowledges and
agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm's length
1
4138-8404-1555.7
commercial transaction between the City and the Underwriter, (ii) in connection with the
discussions, undertakings, and procedures leading up to the consummation of this transaction, the
Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal
advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an
advisory or fiduciary responsibility in favor of the City with respect to the offering described herein
or the discussions, undertakings, and procedures leading thereto (regardless of whether the
Underwriter has provided other services or is currently providing other services to the City on
other matters) and the Underwriter has no obligation to the City with respect to the offering
described herein except the obligations expressly set forth in this Agreement, (iv) the City has
consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v)
the Underwriter has financial and other interests that differ from those of the City, and (vi) the
Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities
Rulemaking Board ("MSRB"), which have been received by the City. The City further
acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter
has indicated that it may have periodic discussions with the City regarding the expenditure of
proceeds of the Bonds and the construction of the Improvement Area#1 Improvements financed
with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as
a principal and will not be acting as the agent or fiduciary, and will not be assuming an advisory
or fiduciary responsibility in favor, of the City.
The Bonds shall be dated October 1, 2024, but shall bear interest from the Closing Date,
and shall have the maturities and redemption features, if any, and bear interest at the rates per
annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions
described herein, shall take place on October 31, 2024 (or such other date as may be agreed to by
the City and the Underwriter) (the"Closing Date").
2. Authorization Instruments and Law. The Bonds were authorized by the Bond
Ordinance enacted by the City Council of the City (the"City Council") on October 15, 2024, and
shall be issued pursuant to the provisions of the PID Act and the Indenture of Trust, dated as of
October 1, 2024, between the City and the Trustee, authorizing the issuance of the Bonds (the
"Indenture"). The Bonds shall be substantially in the form described in, and shall be secured under
the provisions of, the Indenture.
The Bonds and interest thereon shall be secured by the Trust Estate consisting primarily of
revenue from the Improvement Area #1 Assessments levied pursuant to the Assessment
Ordinance, adopted by the City Council on February 20, 2024, against the Improvement Area#1
Assessed Property, all to the extent and subject to the conditions described in the Indenture. The
District was established by a resolution (the "Creation Resolution"), enacted by the City Council
on May 17, 2022, in accordance with the PID Act. The Service and Assessment Plan for the
District was originally approved on February 20, 2024, and the Bond Ordinance approved an
update to the Service and Assessment Plan in connection with the issuance of the Bonds. The
Creation Resolution, the Assessment Ordinance, the Bond Ordinance, and the Indenture are
collectively referred to herein as the "Authorizing Documents."
The Bonds shall be as described in Schedule I attached hereto, the Indenture, and the
Limited Offering Memorandum. The proceeds of the Bonds shall be used for the purposes
described in the Limited Offering Memorandum under "PLAN OF FINANCE— The Bonds and
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the Reimbursement Agreement" and shall be generally applied as described in the Limited
Offering Memorandum under"SOURCES AND USES OF FUNDS."
3. Initial Offering. The Underwriter agrees to make an initial offering of all of the
Bonds in accordance with Section 4 hereof and to limit the initial offering of the Bonds to persons
that qualify as"Accredited Investors" (as defined in Rule 501 of Regulation D under the Securities
Act of 1933, as amended and as then in effect (the "Securities Act")) or "Qualified Institutional
Buyers" (within the meaning of Rule 144A under the Securities Act). On or before the third (3rd)
Business Day prior to the Closing Date,the Underwriter shall execute and deliver to Bond Counsel
the Issue Price Certificate (as defined herein), in substantially the form attached hereto as
Appendix B.
4. Establishment of Issue Price.
a. The Underwriter agrees to assist the City in establishing the issue price of
the Bonds and shall execute and deliver to the City on or before the third(3rd)Business
Day prior to the Closing Date an "issue price" or similar certificate, together with the
supporting pricing wires or equivalent communications, substantially in the form attached
hereto as Appendix B (the "Issue Price Certificate"), with such modifications as may be
appropriate or necessary, in the reasonable judgment of the Underwriter, the City and
Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial
offering price or prices to the public of the Bonds. All actions to be taken by the City
under this Section to establish the issue price of the Bonds may be taken on behalf of the
City by the City's Financial Advisor (defined herein) and any notice or report to be
provided to the City may be provided to the Financial Advisor or to Bond Counsel.
b. The Underwriter confirms that it has offered all the Bonds of each maturity
to the public on or before the date of this Agreement at the respective offering price (the
"initial offering price"), or at the corresponding yield or yields, set forth in Schedule I
attached hereto, except as otherwise set forth therein. At or promptly after the execution
of this Agreement,the Underwriter shall report to the City on Schedule A to the Issue Price
Certificate the first price at which the Underwriter has sold to the public each maturity of
Bonds and shall identify to the City on Schedule A to the Issue Price Certificate those
maturities of the Bonds for which the 10%test has not been satisfied. If different interest
coupons apply within a maturity, each separate CUSIP number within that maturity will
be treated as a separate maturity for this purpose.
C. The City and the Underwriter agree that the restrictions set forth in the next
sentence shall apply to those maturities of the Bonds for which the 10% test has not been
met as of the date of this Agreement, which will allow the City to treat the initial offering
price to the public of each such maturity as of the sale date as the issue price of that
maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule
remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor
sell unsold Bonds of that maturity to any person at a price that is higher than the initial
offering price to the public during the period starting on the sale date and ending on the
earlier of the following:
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(i) the close of the fifth (5th)Business Day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity
of the Bonds to the public at a price that is no higher than the initial
offering price to the public.
The Underwriter shall promptly advise the City when the Underwriter has sold 10% of
that maturity of the Bonds to the public at a price that is no higher than the initial
offering price to the public,if such sale occurs prior to the close of the fifth (5th)Business
Day after the sale date.
d. The Underwriter confirms that any selling group agreement and any retail
distribution agreement, if applicable, relating to the initial sale of the Bonds to the public,
together with the related pricing wires, contains or will contain language obligating each
dealer who is a member of the selling group and each broker-dealer that is a party to such
retail distribution agreement, as applicable, to (i) report the prices at which it sells to the
public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter
that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of
that maturity have been sold to the public as set forth in the related pricing wires, and (ii)
comply with the hold-the-offering-price rule, if applicable, in each case if and for so long
as directed by the Underwriter. The City acknowledges that, in making the representation
set forth in this subsection, the Underwriter will rely on (i)in the event a selling group has
been created in connection with the initial sale of the Bonds to the public, the agreement
of each dealer who is a member of the selling group to comply with the hold-the-offering-
price rule, if applicable, as set forth in a selling group agreement and the related pricing
wires, and(ii)in the event that a retail distribution agreement was employed in connection
with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is
a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as
set forth in the retail distribution agreement and the related pricing wires. The City further
acknowledges that the Underwriter shall be solely liable for its failure to comply with its
agreement regarding the hold-the-offering-price rule, if applicable to the Bonds, and that
the Underwriter shall not be liable for the failure of any dealer who is a member of a selling
group, or of any broker-dealer that is a party to a retail distribution agreement, to comply
with its corresponding agreement regarding the hold-the-offering-price rule if applicable
to the Bonds.
e. The Underwriter acknowledges that sales of any Bonds to any person that
is a related party to the Underwriter shall not constitute sales to the public for purposes of
this Section. Further, for purposes of this Section:
(i) "public" means any person other than an underwriter or a related
party to an underwriter;
(ii) "underwriter' means (A) any person that agrees pursuant to a written
contract with the City (or with the lead underwriter to form an underwriting
syndicate) to participate in the initial sale of the Bonds to the public and (B) any
person that agrees pursuant to a written contract directly or indirectly with a person
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described in clause (A) to participate in the initial sale of the Bonds to the public
(including a member of a selling group or a party to a retail distribution agreement
participating in the initial sale of the Bonds to the public);
(iii) a purchaser of any of the Bonds is a"related party"to an underwriter
if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least
50% common ownership of the voting power or the total value of their stock, if both
entities are corporations (including direct ownership by one corporation of another),
(ii) more than 50% common ownership of their capital interests or profits interests,
if both entities are partnerships (including direct ownership by one partnership of
another), or (iii) more than 50% common ownership of the value of the outstanding
stock of the corporation or the capital interests or profit interests of the partnership,
as applicable, if one entity is a corporation and the other entity is a partnership
(including direct ownership of the applicable stock or interests by one entity of the
other); and
(iv) "sale date" means the date of execution of this Agreement by all
parties.
5. Limited Offering Memorandum.
a. Delivery of Limited Offering Memorandum. The City previously has
delivered, or caused to be delivered, to the Underwriter the Preliminary Limited Offering
Memorandum for the Bonds dated October 1, 2024 (the "Preliminary Limited Offering
Memorandum"), in a "designated electronic format," as defined in the MSRB Rule G-32
("Rule G-32"). The City will prepare, or cause to be prepared, a final Limited Offering
Memorandum relating to the Bonds (as more particularly defined below, the "Limited
Offering Memorandum") which will be (i) dated the date of this Agreement, (ii) complete
within the meaning of the United States Securities and Exchange Commission's Rule 15c2-
12, as amended ("Rule 15c2-12"), (iii) in a "designated electronic format," and
(iv) substantially in the form of the most recent version of the Preliminary Limited Offering
Memorandum provided to the Underwriter before the execution hereof, except for the
inclusion of the information permitted to be excluded from the Preliminary Limited
Offering Memorandum by Section (b)(1) of Rule 15c2-12. The Limited Offering
Memorandum, including the cover page thereto, all exhibits, schedules, appendices, maps,
charts, pictures, diagrams, reports, and statements included or incorporated therein or
attached thereto, and all amendments and supplements thereto that may be authorized for
use with respect to the Bonds are collectively referred to herein as the "Limited Offering
Memorandum." Until the Limited Offering Memorandum has been prepared and is
available for distribution,the City shall provide to the Underwriter,upon request, sufficient
quantities (which may be in electronic format) of the Preliminary Limited Offering
Memorandum as the Underwriter reasonably deems necessary to satisfy the obligation of
the Underwriter under Rule 15c2-12 with respect to distribution to each potential customer.
b. Preliminary Limited Offering Memorandum Deemed Final. The
Preliminary Limited Offering Memorandum has been prepared for use by the Underwriter
in connection with the public offering, sale, and distribution of the Bonds. The City hereby
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4138-8404-1555.7
represents and warrants that the Preliminary Limited Offering Memorandum has been
deemed"final"by the City as of its date, except for the omission of such information which
is dependent upon the final pricing of the Bonds for completion, all as permitted to be
excluded by Section (b)(1) of Rule 15c2-12.
C. Use of Limited Offering Memorandum in Offering and Sale. The City
hereby authorizes the Limited Offering Memorandum and the information therein
contained to be used by the Underwriter in connection with the public offering and the sale
of the Bonds. The City consents to the use by the Underwriter prior to the date hereof of
the Preliminary Limited Offering Memorandum in connection with the public offering of
the Bonds. The City shall provide, or cause to be provided, to the Underwriter as soon as
practicable after the date of the City's acceptance of this Agreement(but, in any event, not
later than the earlier of the Closing Date or seven (7) Business Days after the City's
acceptance of this Agreement) copies of the Limited Offering Memorandum which is
complete as of the date of its delivery to the Underwriter. The City shall provide the
Limited Offering Memorandum, or cause the Limited Offering Memorandum to be
provided, (i) in a "designated electronic format" consistent with the requirements of Rule
G-32 and (ii) in a printed format in such quantity as the Underwriter shall reasonably
request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the
rules of the MSRB.
d. Updating of Limited Offering Memorandum. If, after the date of this
Agreement, up to and including the date the Underwriter is no longer required to provide
a Limited Offering Memorandum to potential customers who request the same pursuant to
Rule 15c2-12 (the earlier of(i)ninety (90) days from the"end of the underwriting period"
(as defined in Rule 15c2-12) and (ii)the time when the Limited Offering Memorandum is
available to any person from the MSRB, but in no case less than the twenty-fifth(25') day
after the "end of the underwriting period" for the Bonds), the City becomes aware of any
fact or event which might or would cause the Limited Offering Memorandum, as then
supplemented or amended, to contain any untrue statement of a material fact or to omit to
state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, or
if it is necessary to amend or supplement the Limited Offering Memorandum to comply
with law,the City will promptly notify the Underwriter(and for the purposes of this clause
provide the Underwriter with such information as it may from time to time reasonably
request), and if, in the reasonable judgment of the Underwriter, such fact or event requires
preparation and publication of a supplement or amendment to the Limited Offering
Memorandum,the City will forthwith prepare and furnish, at no expense to the Underwriter
(in a form and manner approved by the Underwriter), either an amendment or a supplement
to the Limited Offering Memorandum so that the statements therein as so amended and
supplemented will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading or so that the
Limited Offering Memorandum will comply with law; provided, however, that for all
purposes of this Agreement and any certificate delivered by the City in accordance
herewith, the City makes no representations with respect to the following information
(collectively, the "Non-City Disclosures") (i) the descriptions in the Preliminary Limited
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Offering Memorandum or the Limited Offering Memorandum of The Depository Trust
Company, New York, New York ("DTC"), or its book-entry-only system, and (ii) the
information in the Preliminary Limited Offering Memorandum or the Limited Offering
Memorandum in any maps therein or under the captions and subcaptions "PLAN OF
FINANCE" (except for the information under the subcaption "— The Bonds and the
Reimbursement Agreement"), "LIMITATIONS APPLICABLE TO INITIAL
PURCHASERS," "BOOK-ENTRY ONLY SYSTEM," "THE IMPROVEMENT AREA
91 IMPROVEMENTS," "THE DEVELOPMENT," "THE DEVELOPER AND THE
LANDOWNER," "THE ADMINISTRATOR," "APPRAISAL," "BONDHOLDERS'
RISKS" (only as it pertains to the Developer, the Landowner (defined herein), the
Improvement Area #1 Improvements, and the Development (defined in the Limited
Offering Memorandum)), "LEGAL MATTERS — Litigation — The Developer and the
Landowner," "CONTINUING DISCLOSURE— The Developer" and "— The Developer's
Compliance with Prior Undertakings," "INFORMATION RELATING TO THE
TRUSTEE," "APPENDIX E-2," and "APPENDIX H — Design Guidelines." If such
notification shall be subsequent to the Closing (defined herein), the City, at no expense to
the Underwriter, shall furnish such legal opinions, certificates, instruments, and other
documents as the Underwriter may reasonably deem necessary to evidence the truth and
accuracy of such supplement or amendment to the Limited Offering Memorandum. The
City shall provide any such amendment or supplement or cause any such amendment or
supplement to be provided, (i) in a "designated electronic format" consistent with the
requirements of Rule G-32 and (ii)in a printed format in such quantity as the Underwriter
shall reasonably request in order for the Underwriter to comply with Section(b)(4) of Rule
15c2-12 and the rules of the MSRB.
e. Filing with MSRB. The Underwriter hereby agrees to timely file the
Limited Offering Memorandum with the MSRB through its Electronic Municipal Market
Access ("EMMA") system within one (1) Business Day after receipt but no later than the
Closing Date. Unless otherwise notified in writing by the Underwriter,the City can assume
that the"end of the underwriting period"for purposes of Rule 15c2-12 is the Closing Date.
f. Limited Offering. The Underwriter hereby represents, warrants, and
covenants that the Bonds were initially sold pursuant to a limited offering. The Bonds were
sold to not more than thirty-five (35) persons that qualify as "Accredited Investors" (as
defined in Rule 501 of Regulation D under the Securities Act) or "Qualified Institutional
Buyers" (within the meaning of Rule 144A under the Securities Act).
6. City Representations, Warranties and Covenants. The City represents, warrants,
and covenants that:
a. Due Organization, Existence and Authority. The City is a political
subdivision of the State of Texas (the "State"), and has, and at the Closing Date will have,
full legal right, power, and authority:
(i) to enter into and perform its duties and obligations under:
(1) this Agreement;
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4138-8404-1555.7
(2) the Indenture;
(3) the Development Agreement Whitecap North Padre Island,
between the City and the Developer, effective December 12, 2023 (the
"Development Agreement");
(4) the PID Reimbursement Agreement Whitecap Public
Improvement District No. 1, effective February 20, 2024,between the City
and the Developer(the"PID Reimbursement Agreement"); and
(5) the Continuing Disclosure Agreement of Issuer with respect
to the Bonds, dated as of October 1, 2024 (the "Continuing Disclosure
Agreement of Issuer"), executed and delivered by the City,P3Works,LLC,
as Administrator, and BOKF, NA, as Dissemination Agent (the
"Dissemination Agent").
(ii) to issue, sell, and deliver the Bonds to the Underwriter as provided
herein; and
(iii) to carry out and consummate the transactions on its part described in
(1) the Authorizing Documents, (2) this Agreement, (3) the Development
Agreement, (4) the PID Reimbursement Agreement, (5) the Continuing Disclosure
Agreement of Issuer, (6) the Limited Offering Memorandum and (7) any other
documents and certificates described in any of the foregoing (the documents
described by subclauses (1) through (7) being referred to collectively herein as the
"City Documents").
b. Due Authorization and Approval of City. By all necessary official action
of the City, the City has duly authorized and approved the adoption or execution and
delivery by the City of, and the performance by the City of the obligations on its part
contained in, the City Documents and, as of the date hereof, such authorizations and
approvals are in full force and effect and have not been amended, modified, or rescinded,
except as may have been approved by the Underwriter. When validly executed and
delivered by the other parties thereto, the City Documents will constitute the legally valid
and binding obligations of the City enforceable upon the City in accordance with their
respective terms, except insofar as enforcement may be limited by principles of sovereign
immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or
equitable principles relating to or affecting creditors' rights generally. The City has
complied, and will at the Closing be in compliance, in all material respects, with the
obligations on its part to be performed on or prior to the Closing Date under the City
Documents.
C. Due Authorization for Issuance of the Bonds. The City has duly authorized
the issuance and sale of the Bonds pursuant to the Bond Ordinance, the Indenture, and the
PID Act. The City has, and at the Closing will have, full legal right, power and authority
(i)to enter into, execute, deliver, and perform its obligations under this Agreement and the
other City Documents, (ii)to issue, sell and deliver the Bonds to the Underwriter pursuant
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4138-8404-1555.7
to the Indenture,the Bond Ordinance,the PID Act, and as provided herein, and(iii)to carry
out, give effect to and consummate the transactions on the part of the City described by the
Bond Ordinance and the other City Documents.
d. No Breach or Default. As of the time of acceptance hereof, and to the best
of its knowledge, the City is not, and as of the Closing Date the City will not be, in breach
of or default in any material respect under any applicable constitutional provision, law, or
administrative rule or regulation of the State or the United States, or any applicable
judgment or decree or any trust agreement, loan agreement, bond, note, resolution,
ordinance, agreement, or other instrument related to the Bonds and to which the City is a
party or is otherwise subject, and no event has occurred and is continuing which with the
passage of time or the giving of notice, or both, would constitute a default or event of
default under any such instrument which breach, default, or event could have a material
adverse effect on the City's ability to perform its obligations under the Bonds or the City
Documents; and, as of such times, the authorization, execution, and delivery of the Bonds
and the City Documents and compliance by the City with the obligations on its part to be
performed in each of such agreements or instruments does not and will not conflict with or
constitute a breach of or default under any applicable constitutional provision, law, or any
administrative rule or regulation of the State or the United States, or any applicable
judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution,
ordinance, agreement, or other instrument to which the City (or any of its officers in their
respective capacities as such) is subject, or by which it or any of its properties are bound,
nor will any such authorization, execution, delivery, or compliance result in the creation or
imposition of any lien, charge or other security interest or encumbrance of any nature
whatsoever upon any of its assets or properties or under the terms of any such law,
regulation or instrument, except as may be permitted by the City Documents.
e. No Litigation. At the time of acceptance hereof there is no action, suit,
proceeding,inquiry or investigation, at law or in equity,before or by any court, government
agency, public board or body (collectively and individually, an "Action") pending against
the City with respect to which the City has been served with process, nor to the knowledge
of the City is any Action threatened against the City, in which any such Action (i) in any
way questions the existence of the City or the rights of the members of the City Council to
hold their respective positions, (ii) in any way questions the formation or existence of the
District, (iii)affects, contests or seeks to prohibit,restrain or enjoin the issuance or delivery
of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged
to pay the principal of and interest on the Bonds, or in any way contests or affects the
validity of the City Documents or the consummation of the transactions on the part of the
City described therein, or contests the exclusion of the interest on the Bonds from federal
income taxation, or (iv) which may result in any material adverse change in the financial
condition of the City; and, as of the time of acceptance hereof, to the City's knowledge,
there is no basis for any action, suit, proceeding, inquiry, or investigation of the nature
described in clauses (i)through(iv) of this sentence.
f. Bonds Issued Pursuant to Indenture. The City represents that the Bonds,
when issued, executed, and delivered in accordance with the Indenture and sold to the
Underwriter as provided herein, will be validly issued and outstanding obligations of the
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City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the
security of a first lien on and pledge of the Trust Estate, all to the extent provided for in the
Indenture. The Indenture creates a valid first lien on and pledge of the Trust Estate,
consisting of certain revenues and the monies in certain funds and accounts established
pursuant to the Indenture to the extent provided for in the Indenture, including the
investments thereof, subject in all cases to the provisions of the Indenture permitting the
application thereof for the purposes and on the terms and conditions set forth therein.
g. Improvement Area #1 Assessments. The Improvement Area #1
Assessments constituting the security for the Bonds have been levied by the City in
accordance with the PID Act on those parcels of land identified in the Improvement Area
#1 Assessment Roll. According to the PID Act, such Improvement Area#1 Assessments
constitute a valid and legally binding first and prior lien against the Improvement Area#1
Assessed Property, superior to all other liens and claims, except liens or claims for state,
county, school district, or municipal ad valorem taxes.
h. Consents and Approvals. All authorizations, approvals, licenses, permits,
consents, elections, and orders of or filings with any governmental authority, legislative
body, board, agency, or commission having jurisdiction in the matters which are required
by the Closing Date for the due authorization of, which would constitute a condition
precedent to or the absence of which would adversely affect the due performance by the
City of, its obligations in connection with the City Documents have been duly obtained or
made and are in full force and effect, except the approval of the Bonds by the Attorney
General of the State, registration of the Bonds by the Comptroller of Public Accounts of
the State, and the approvals, consents and orders as may be required under Blue Sky or
securities laws of any jurisdiction.
i. Public Debt. Prior to the Closing,the City will not offer or issue any bonds,
notes or other obligations for borrowed money or incur any material liabilities, direct or
contingent, payable from or secured by a lien on and pledge of the Trust Estate which
secures the Bonds without the prior approval of the Underwriter.
j. Preliminary Limited Offering Memorandum. The information contained in
the Preliminary Limited Offering Memorandum is true and correct in all material respects,
and such information does not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that the City makes no representations with respect to the Non-City
Disclosures.
k. Limited Offering Memorandum. At the time of the City's acceptance
hereof and (unless the Limited Offering Memorandum is amended or supplemented
pursuant to paragraph (d) of Section 5 of this Agreement) at all times subsequent thereto
during the period up to and including the twenty-fifth (25th) day subsequent to the "end of
the underwriting period,"the information contained in the Limited Offering Memorandum
does not and will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in
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the light of the circumstances under which they were made, not misleading; provided,
however, that the City makes no representations with respect to the Non-City Disclosures;
and further provided, however, that if the City notifies the Underwriter of any fact or event
as required by Section 5(d) hereof, and the Underwriter determines that such fact or event
does not require preparation and publication of a supplement or amendment to the Limited
Offering Memorandum, then the Limited Offering Memorandum in its then-current form
shall be conclusively deemed to be complete and correct in all material respects.
1. Supplements or Amendments to Limited Offering Memorandum. If the
Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of
Section 5 of this Agreement, at the time of each supplement or amendment thereto and
(unless subsequently again supplemented or amended pursuant to such paragraph) at all
times subsequent thereto during the period up to and including the twenty-fifth (25th) day
subsequent to the "end of the underwriting period," the Limited Offering Memorandum as
so supplemented or amended will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that if the City notifies the Underwriter of any fact or event as required
by Section 5(d) hereof, and the Underwriter determines that such fact or event does not
require preparation and publication of a supplement or amendment to the Limited Offering
Memorandum, then the Limited Offering Memorandum in its then-current form shall be
conclusively deemed to be complete and correct in all material respects.
M. Compliance with Rule 15c2-12. During the past five (5)years, the City has
complied in all material respects with its previous continuing disclosure undertakings made
by it in accordance with Rule 15c2-12, except as described in the Limited Offering
Memorandum.
n. Use of Bond Proceeds. The City will apply, or cause to be applied, the
proceeds from the sale of the Bonds as provided in and subject to all of the terms and
provisions of the Indenture and will not take or omit to take any action which action or
omission will adversely affect the exclusion from gross income for federal income tax
purposes of the interest on the Bonds.
o. Blue Sky and Securities Laws and Regulations. The City will furnish such
information and execute such instruments and take such action in cooperation with the
Underwriter as the Underwriter may reasonably request, at no expense to the City, (i) to
(y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and
regulations of such states and other jurisdictions in the United States as the Underwriter
may designate and (z) determine the eligibility of the Bonds for investment under the laws
of such states and other jurisdictions and (ii) to continue such qualifications in effect so
long as required for the initial distribution of the Bonds by the Underwriter (provided,
however, that the City will not be required to qualify as a foreign corporation or to file any
general or special consents to service of process under the laws of any jurisdiction) and
will advise the Underwriter immediately of receipt by the City of any notification with
respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the
initiation or threat of any proceeding for that purpose.
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P. Certificates of the City. Any certificate signed by any official of the City
authorized to do so in connection with the transactions described in this Agreement shall
be deemed a representation and/or warranty, as applicable in the legal context, by the City
to the Underwriter as to the statements made therein and can be relied upon by the
Underwriter as to the statements made therein.
q. Intentional Actions Regarding Representations and Warranties. The City
covenants that between the date hereof and the Closing it will not intentionally take actions
which will cause the representations and warranties made in this Section to be untrue as of
the Closing.
r. Financial Advisor. The City has engaged Specialized Public Finance Inc.
as its financial advisor (the "Financial Advisor") in connection with its offering and
issuance of the Bonds.
By delivering the Limited Offering Memorandum to the Underwriter, the City shall be
deemed to have reaffirmed, with respect to the Limited Offering Memorandum, the
representations, warranties, and covenants set forth above.
7. Developer's Letter of Representations,Landowner's Letter of Representations, and
Closing Certificates. At the signing of this Agreement, the City and Underwriter shall receive
from the Developer an executed Developer's Letter of Representations (the "Developer's Letter
of Representations")in the form of Appendix A-1 hereto, and from the Landowner a Landowner's
Letter of Representations (the"Landowner's Letter of Representations")in the form of Appendix
A-2 hereto, and at the Closing, a certificate signed by the Developer as described in Section 10(e)
hereof and set forth in Appendix E-1 hereto(the"Developer Closing Certificate"), and a certificate
signed by the Landowner described in Section 10(e) hereof and set forth in Appendix E-2 hereto
(the "Landowner Closing Certificate").
8. The Closing. At 10:00 a.m., Central time, on the Closing Date, or at such other
time or on such earlier or later Business Day as shall have been mutually agreed upon by the City
and the Underwriter, (i)the City will deliver or cause to be delivered to DTC through its "FAST"
System, the Bonds in the form of one fully registered Bond for each maturity, registered in the
name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated by the
Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents
hereinafter mentioned to Norton Rose Fulbright US LLP ("Bond Counsel"), or a place to be
mutually agreed upon by the City and the Underwriter. Settlement will be through the facilities of
DTC. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth
in Section 1 hereof by wire transfer in federal funds payable to the order of the City or its designee.
These payments and deliveries, together with the delivery of the aforementioned documents, are
herein called the"Closing." The Bonds will be made available to the Underwriter or Underwriter's
Counsel(as defined herein)for inspection not less than twenty-four(24)hours prior to the Closing.
9. Underwriter's Closing Conditions. The Underwriter has entered into this
Agreement in reliance upon the representations and covenants herein,in the Developer's Letter of
Representations, and the Landowner's Letter of Representations, and the performance by the City
of its obligations under this Agreement, both as of the date hereof and as of the Closing Date.
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Accordingly, the Underwriter's obligations under this Agreement to purchase, accept delivery of,
and pay for the Bonds shall be conditioned upon the performance by the City of its obligations to
be performed hereunder at or prior to Closing and shall also be subject to the following additional
conditions:
a. Bring-Down Representations of the City. The representations and
covenants of the City contained in this Agreement shall be true and correct in all material
respects as of the date hereof and at the time of the Closing, as if made on the Closing Date.
b. Executed Agreements and Performance Thereunder. At the time of the
Closing:
(i) the City Documents shall be in full force and effect, and shall not
have been amended, modified, or supplemented except with the written consent of
the Underwriter;
(ii) the Authorizing Documents shall be in full force and effect;
(iii) there shall be in full force and effect such other ordinances,
resolutions, or actions of the City as, in the opinion of Bond Counsel and
Underwriter's Counsel, shall be necessary on or prior to the Closing Date in
connection with the transactions on the part of the City described in this Agreement
and the City Documents;
(iv) there shall be in full force and effect such other resolutions or actions
of the Developer as, in the opinion of The Watson Firm and Shupe Ventura, PLLC
(together,"Developer's Counsel"), shall be necessary on or prior to the Closing Date
in connection with the transactions on the part of the Developer described in the
Developer's Letter of Representations, the Development Agreement, the PID
Reimbursement Agreement, the Development and Management Agreement, dated
December 6, 2021, executed and delivered by the Developer and the Landowner(the
"Development and Management Agreement"), the Flow of Funds Agreement, dated
as of September 19, 2024, executed and delivered by the Developer and the
Landowner (the "Flow of Funds Agreement"), and the Continuing Disclosure
Agreement of Developer with respect to the Bonds, dated as of October 1, 2024,
executed and delivered by the Developer, the Administrator, and the Dissemination
Agent(the"Continuing Disclosure Agreement of Developer" and, together with the
Developer's Letter of Representations, the Development Agreement, the PID
Reimbursement Agreement,the Development and Management Agreement, and the
Flow of Funds Agreement, the "Developer Documents"); and
(v) there shall be in full force and effect such other resolutions or actions
of the Landowner as, in the opinion of Dykema Gossett PLLC ("Landowner's
Counsel"), shall be necessary on or prior to the Closing Date in connection with the
transactions on the part of the Landowner described in the Landowner's Letter of
Representations, the Development and Management Agreement, the Flow of Funds
Agreement, and the Landowner Consent Certificate executed by the Landowner as
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4138-8404-1555.7
of October 15, 2024 (the "Landowner Consent Certificate") and, together with the
Landowner's Letter of Representations, the Development and Management
Agreement, the Flow of Funds Agreement, the"Landowner Documents"); and
(vi) the City shall perform or have performed its obligations required or
specified in the City Documents to be performed at or prior to Closing.
C. No Default. At the time of the Closing, no default shall have occurred or
be existing and no circumstances or occurrences that, with the passage of time or giving of
notice, shall constitute an event of default under this Agreement, the Indenture, the City
Documents, the Developer Documents, or other documents relating to the financing and
construction of the Improvement Area#1 Improvements and the Development(as defined
in the Limited Offering Memorandum), and the Landowner shall not be in default in the
payment of principal or interest on any of its indebtedness which default shall materially
adversely impact the ability of the Landowner to pay the Improvement Area #1
Assessments when due or the Developer to complete the Improvement Area #1
Improvements.
d. Closing Documents. At or prior to the Closing, the Underwriter shall have
received each of the documents required under Section 10 below.
e. Termination Events. The Underwriter shall have the right to cancel its
obligation to purchase the Bonds and to terminate this Agreement without liability therefor
by written notification to the City if, between the date of this Agreement and the Closing,
in the Underwriter's sole and reasonable judgment, any of the following shall have
occurred:
(i) the market price or marketability of the Bonds, or the ability of the
Underwriter to enforce contracts for the sale of the Bonds, shall be materially
adversely affected by the occurrence of any of the following:
(1) legislation shall have been introduced in or enacted by the
Congress of the United States or adopted by either chamber thereof, or
legislation pending in the Congress of the United States shall have been
amended, or legislation shall have been recommended to the Congress of
the United States or otherwise endorsed for passage(by press release, other
form of notice, or otherwise) by the President of the United States, the
Treasury Department of the United States, or the Internal Revenue Service
or legislation shall have been proposed for consideration by either the U.S.
Senate Committee on Finance or the U.S. House of Representatives
Committee on Ways and Means or legislation shall have been favorably
reported for passage to either chamber of the Congress of the United States
by a Committee of such chamber to which such legislation has been
referred for consideration, or a decision by a court of the United States or
the Tax Court of the United States shall be rendered or a ruling,regulation,
or official statement(final, temporary, or proposed)by or on behalf of the
Treasury Department of the United States, the Internal Revenue Service,
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4138-8404-1555.7
or other federal agency shall be made, which would result in federal
taxation of revenues or other income of the general character expected to
be derived by the City or upon interest on securities of the general character
of the Bonds or which would have the effect of changing, directly or
indirectly, the federal income tax consequences of receipt of interest on
securities of the general character of the Bonds in the hands of the holders
thereof, and which in either case, makes it, in the reasonable judgment of
the Underwriter, impracticable or inadvisable to proceed with the offer,
sale, or delivery of the Bonds on the terms and in the manner described in
the Limited Offering Memorandum; or
(2) legislation shall be enacted by the Congress of the United
States, or a decision by a court of the United States shall be rendered, or a
stop order, ruling, regulation or official statement by, or on behalf of, the
Securities and Exchange Commission or any other governmental agency
having jurisdiction of the subject matter shall be issued or made to the
effect that the issuance, offering or sale of obligations of the general
character of the Bonds, or the issuance, offering or sale of the Bonds,
including all underlying obligations, as described herein or by the Limited
Offering Memorandum, is in violation or would be in violation of, or that
obligations of the general character of the Bonds, or the Bonds, are not
exempt from registration under, any provision of the federal securities
laws, including the Securities Act, or that the Indenture needs to be
qualified under the Trust Indenture Act of 1939, as amended and as then
in effect(the"Trust Indenture Act"); or
(3) a general suspension of trading in securities on the New
York Stock Exchange, the establishment of minimum prices on such
exchange, the establishment of material restrictions (not in force as of the
date hereof) upon trading securities generally by any governmental
authority or any national securities exchange, a general banking
moratorium declared by federal, State of New York, or State officials
authorized to do so; provided, however that such suspension in trading or
any disruption in securities settlement, payment, or clearance services is
not in force on the date hereof, or
(4) there shall have occurred (whether or not foreseeable) (i)
any outbreak of hostilities (including, without limitation, an act of
terrorism) including, but not limited to, an escalation of hostilities that
existed prior to the date hereof, (ii) national or international calamity or
crisis,including,but not limited to, an escalation in the scope or magnitude
of any pandemic or natural disaster, or (iii) material financial crisis or
adverse change in the financial or economic conditions affecting the
United States government or the securities markets in the United States; or
(5) there shall have occurred since the date of this Agreement
any materially adverse change in the affairs or financial condition of the
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4138-8404-1555.7
City, except as disclosed or described in the Limited Offering
Memorandum; or
(6) any state blue sky or securities commission or other
governmental agency or body in any state in which more than ten percent
(10%) of the Bonds have been offered and sold shall have withheld
registration, exemption, or clearance of the offering of the Bonds as
described herein, or issued a stop order or similar ruling relating thereto;
or
(7) any amendment to the federal or State Constitution or
action by any federal or state court, legislative body, regulatory body, or
other authority materially adversely affecting the tax status of the City, its
property, income, securities (or interest thereon), or the validity or
enforceability of the Improvement Area #1 Assessments and the liens
created thereby, such Improvement Area #1 Assessments being the
primary asset of the Trust Estate pledged to pay principal of and interest
on the Bonds; or
(ii) the New York Stock Exchange or other national securities exchange
or any governmental authority shall impose, as to the Bonds or as to obligations of
the general character of the Bonds, any material restrictions not now in force, or
increase materially those now in force, with respect to the extension of credit by, or
the charge to the net capital requirements of, the Underwriter; or
(iii) any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriter, makes untrue in any material respect any
statement or information contained in the Limited Offering Memorandum, or has
the effect that the Limited Offering Memorandum contains any untrue statement of
a material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, which change shall occur subsequent to the
date of this Agreement and shall not be due to the malfeasance, misfeasance or
nonfeasance of the Underwriter; or
(iv) any fact or event shall exist or have existed that, in the Underwriter's
reasonable judgment, requires or has required an amendment of or supplement to
the Limited Offering Memorandum; or
(v) a general banking moratorium shall have been declared by federal or
State authorities having jurisdiction and shall be in force; or
(vi) a material disruption in securities settlement, payment or clearance
services shall have occurred; or
(vii) a decision by a court of the United States shall be rendered, or a stop
order, release, regulation or no-action letter by or on behalf of the Securities and
Exchange Commission or any other governmental agency having jurisdiction of the
16
4138-8404-1555.7
subject matter shall have been issued or made,to the effect that the issuance, offering
or sale of the Bonds, including the underlying obligations as described in this
Agreement or in the Limited Offering Memorandum, or any document relating to
the issuance, offering or sale of the Bonds, is or would be in violation of any
provision of the federal securities laws on the Closing Date,including the Securities
Act, the Securities Exchange Act of 1934 and the Trust Indenture Act; or
(viii) the purchase of and payment for the Bonds by the Underwriter, or the
resale of the Bonds by the Underwriter, on the terms and conditions herein provided
shall be prohibited by any applicable law, governmental authority,board, agency, or
commission, which prohibition shall occur subsequent to the date hereof and shall
not be due to the malfeasance, misfeasance, or nonfeasance of the Underwriter.
With respect to the conditions described in subparagraphs (ii), (vii) and (viii) above, the
Underwriter is not aware of any current, pending, or proposed law or government inquiry
or investigation as of the date of execution of this Agreement which would permit the
Underwriter to invoke its termination rights hereunder.
10. Closing Documents. At or prior to the Closing, the Underwriter(or Underwriter's
Counsel on behalf of the Underwriter) shall receive the following documents:
a. Bond Opinion. The approving opinion of Bond Counsel, dated the Closing
Date and substantially in the form included as Appendix D to the Limited Offering
Memorandum, together with a reliance letter from Bond Counsel, dated the Closing Date
and addressed to the Underwriter, which may be included in the supplemental opinion
required by Section 10(b) hereof, to the effect that the foregoing opinion may be relied
upon by the Underwriter to the same extent as if such opinion were addressed to it.
b. Supplemental Opinion. A supplemental opinion of Bond Counsel dated the
Closing Date and addressed to the City and the Underwriter, in form and substance
acceptable to Underwriter's Counsel, to the following effect:
(i) Except to the extent noted therein,Bond Counsel has not verified and
is not passing upon, and does not assume any responsibility for, the accuracy,
completeness, or fairness of the statements and information contained in the
Preliminary Limited Offering Memorandum and in the Limited Offering
Memorandum, but that such firm has reviewed the statements and information
appearing in the Preliminary Limited Offering Memorandum and in the Limited
Offering Memorandum under the captions and subcaptions "PLAN OF FINANCE
— The Bonds and the Reimbursement Agreement," "DESCRIPTION OF THE
BONDS," "SECURITY FOR THE BONDS SIMILARLY SECURED,"
"ASSESSMENT PROCEDURES" (except for the subcaptions "Assessment
Methodology" and "Assessment Amounts"), "THE DISTRICT," "TAX
MATTERS," "LEGAL MATTERS — Legal Proceedings" (first paragraph only),
"LEGAL MATTERS — Legal Opinions" (except for the last paragraph thereof),
"CONTINUING DISCLOSURE — The City," "REGISTRATION AND
QUALIFICATION OF BONDS FOR SALE," "LEGAL INVESTMENTS AND
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4138-8404-1555.7
ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS," and "APPENDIX B —
Form of Indenture" and Bond Counsel is of the opinion that the information relating
to the Bonds,the Bond Ordinance,the Assessment Ordinance, and the Indenture and
legal issues contained under such captions and subcaptions and appendix is an
accurate and fair description of the laws and legal issues addressed therein and, with
respect to the Bonds, such information conforms to the Bond Ordinance, the
Assessment Ordinance, and the Indenture;
(ii) The Bonds are not subject to the registration requirements of the
Securities Act, and the Indenture is exempt from qualification pursuant to the Trust
Indenture Act;
(iii) The City has or at the time of the adoption thereof had full power and
authority to adopt the Creation Resolution, the Assessment Ordinance (including
approving the Service and Assessment Plan) and the Bond Ordinance (collectively,
the foregoing documents are referred to herein as the "City Actions") and perform
its obligations thereunder and the City Actions have been duly adopted, are in full
force and effect, and have not been modified, amended, or rescinded; and
(iv) The Indenture, the Development Agreement, the PID
Reimbursement Agreement, the Continuing Disclosure Agreement of Issuer, and
this Agreement have been duly authorized, executed and delivered by the City and,
assuming the due authorization, execution and delivery of such instruments,
documents, and agreements by the other parties thereto, constitute the legal, valid,
and binding agreements of the City, enforceable in accordance with their respective
terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or
other laws affecting enforcement of creditors' rights, or by the application of
equitable principles if equitable remedies are sought, and to the application of State
law relating to governmental immunity applicable to governmental entities.
C. City Legal Opinion. An opinion of Miles Risley, City Attorney ("Attorney
for the City"), dated the Closing Date and addressed to the Underwriter, the City, Bond
Counsel, and the Trustee, with respect to matters relating to the City, substantially in the
form of Appendix C hereto or in form otherwise agreed upon by the Underwriter.
d. Opinions of Developer's Counsel and Landowner's Counsel. Opinions of
Developer's Counsel and Landowner's Counsel, substantially in the forms of Appendix D-
1, Appendix D-2, and Appendix D-3 hereto, dated the Closing Date, addressed to the City,
Bond Counsel, the Attorney for the City, the Underwriter, and the Trustee; or in form
otherwise agreed upon by the City and the Underwriter.
e. Developer Closing Certificate and Landowner Closing Certificate. The
Developer Closing Certificate dated as of the Closing Date, signed by an authorized officer
of the Developer in substantially the form of Appendix E-1 hereto, and the Landowner
Closing Certificate dated as of the Closing Date, signed by an authorized officer of the
Landowner in substantially the form of Appendix E-2 hereto.
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4138-8404-1555.7
f. City Closing Certificate. A certificate of the City, dated the Closing Date,
signed by an appropriate City Representative, to the effect that:
(i) the representations and warranties of the City contained herein and
in the City Documents are true and correct in all material respects on and as of the
Closing Date as if made on the date thereof,
(ii) the Authorizing Documents and all other City Documents are in full
force and effect and have not been amended, modified, or supplemented;
(iii) except as disclosed in the Limited Offering Memorandum, no
litigation or proceeding against the City is pending or, to the best of the knowledge
of such person, threatened in any court or administrative body nor is there a basis
for litigation which would (a) contest the right of the members or officials of the
City to hold and exercise their respective positions, (b) contest the due organization
and valid existence of the City or the establishment of the District, (c) contest the
validity, due authorization and execution of the Bonds or the City Documents, or(d)
attempt to limit, enjoin or otherwise restrict or prevent the City from levying and
collecting the Improvement Area #1 Assessments pledged to pay the principal of
and interest on the Bonds, or the pledge thereof, and
(iv) the City has, to the best of such person's knowledge, complied with
all agreements and covenants and satisfied all conditions set forth in the City
Documents, on its part to be complied with or satisfied hereunder at or prior to the
Closing.
g. Trustee's Counsel Opinion. An opinion of counsel to the Trustee, dated the
Closing Date and addressed to the Underwriter, the City, and Bond Counsel, in form and
substance acceptable to Underwriter's Counsel, the City, and Bond Counsel, to the
following effect:
(i) The Trustee is duly organized, validly existing, and in good standing
as a national banking association organized under the laws of the United States of
America, and is duly qualified to serve as Trustee in accordance with the
qualifications set forth for the Trustee in the Indenture;
(ii) The Trustee has full right, power, and authority to enter into the
Indenture, to perform its obligations under, and to carry out and consummate all of
the transactions involving the Trustee contemplated by, the Indenture; and
(iii) The Indenture has been duly authorized, executed, and delivered by
the Trustee and is valid and enforceable against the Trustee in accordance with its
terms.
h. Trustee's Certificate. A customary authorization and incumbency
certificate dated prior to the Closing Date, signed by authorized officers of the Trustee in
form and substance acceptable to the Underwriter, Underwriter's Counsel, and Bond
Counsel.
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4138-8404-1555.7
i. Underwriter Counsel's Opinion. An opinion, dated the Closing Date and
addressed to the Underwriter, of Orrick, Herrington & Sutcliffe LLP ("Underwriter's
Counsel"), to the effect that:
(i) The Bonds are not subject to the registration requirements of the
Securities Act of 1933, as amended, and the Indenture is exempt from qualification
pursuant to the Trust Indenture Act of 1939, as amended;
(ii) The Continuing Disclosure Agreement of the Issuer, together with
Section 10(o)hereof and Section 4 of the Bond Ordinance, satisfies the requirements
contained in Rule 15c2-12(b)(5) of the United States Securities and Exchange
Commission for an undertaking by the City for the benefit of the holders of the
Bonds to provide the information at the times and in the manner required by said
Rule; provided that, for purposes of this opinion, such counsel is not expressing any
view regarding the content of the Preliminary Limited Offering Memorandum or the
Limited Offering Memorandum that is not expressly stated in numbered paragraph
(iii), below; and
(iii) Such counsel is not passing upon and does not assume any
responsibility for the accuracy, completeness, or fairness of any of the statements
contained in the Preliminary Limited Offering Memorandum or in the Limited
Offering Memorandum and make no representation that it has independently
verified the accuracy, completeness, or fairness of any such statements. In its
capacity as counsel to the Underwriter, to assist the Underwriter in part of its
responsibility with respect to the Preliminary Limited Offering Memorandum and
the Limited Offering Memorandum, such counsel has participated in conferences
with representatives of the Underwriter, representatives of the City, and its counsel,
Norton Rose Fulbright US LLP, as bond counsel, Specialized Public Finance Inc.,
as Financial Advisor, the Administrator, the Developer, Developer's Counsel, the
Landowner, Landowner's Counsel, and the Developer's engineer and consultants,
and others, during which the contents of the Preliminary Limited Offering
Memorandum or the Limited Offering Memorandum and related matters were
discussed. Based on such counsel's participation in the above-mentioned
conferences(which,with respect to the Preliminary Limited Offering Memorandum,
did not extend beyond the date of this Agreement), and in reliance thereon, on oral
and written statements and representations of the City, the Developer, the
Landowner, and others, and on the records, documents, certificates, opinions, and
matters herein mentioned, such counsel advises the Underwriter as a matter of fact
and not opinion that, during the course of such counsel's representation of the
Underwriter on this matter, (a)no facts had come to the attention of the attorneys in
such counsel's firm rendering legal services to the Underwriter in connection with
the Preliminary Limited Offering Memorandum which caused such counsel to
believe, as of the date of the Preliminary Limited Offering Memorandum and as of
the date of this Agreement, based on the documents, drafts, and facts in existence
and reviewed as of those dates,that the Preliminary Limited Offering Memorandum
contained any untrue statement of a material fact or omitted to state a material fact
necessary to make the statements therein, in the light of the circumstances under
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4138-8404-1555.7
which they were made, not misleading (except any information marked as
preliminary or subject to change, any information permitted to be omitted by
Securities and Exchange Commission("SEC")Rule 15c2-12 or otherwise left blank
and any other differences with the information in the Limited Offering
Memorandum), and (b) no facts had come to the attention of the attorneys in such
counsel's firm rendering legal service to the Underwriter in connection with the
Limited Offering Memorandum which caused such counsel to believe that the
Limited Offering Memorandum contained or contains any untrue statement of a
material fact or omitted or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made,
not misleading; provided that such counsel expressly excludes from the scope of this
paragraph and expresses no view or opinion with respect to both the Preliminary
Limited Offering Memorandum and the Limited Offering Memorandum about any
CUSIP numbers, financial, accounting, statistical, economic, engineering or
demographic data or forecasts, numbers, charts, tables, graphs, estimates,
projections, assumptions or expressions of opinion, any information about
verification, feasibility, valuation, appraisals, absorption, real estate or
environmental matters, relationship among the parties, Appendices, or any
information about book-entry, DTC, Cede& Co.,tax matters included or referred to
therein or omitted therefrom. No responsibility is undertaken or view expressed
with respect to any other disclosure document, materials, or activity, or as to any
information from another document or source referred to by or incorporated by
reference in the Preliminary Limited Offering Memorandum or the Limited Offering
Memorandum.
j. Limited Offering Memorandum. The Limited Offering Memorandum and
each supplement or amendment, if any, thereto.
k. Delivery of City Documents, Developer Documents, and Landowner
Documents. The City Documents, the Developer Documents, and the Landowner
Documents shall have been executed and delivered in form and content satisfactory to the
Underwriter.
1. Form 8038-G. Evidence that the federal tax information form 8038-G has
been prepared by Bond Counsel for filing.
M. Federal Tax Certificate. A certificate of the City in form and substance
satisfactory to Bond Counsel and Underwriter's Counsel setting forth the facts, estimates,
and circumstances in existence on the Closing Date, which establish that it is not expected
that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be
"arbitrage bonds"within the meaning of Section 148 of the Internal Revenue Code of 1986,
as amended (the "Code"), and any applicable regulations (whether final, temporary or
proposed), issued pursuant to the Code.
n. Attorney General Opinion and Comptroller Registration. The approving
opinion of the Attorney General of the State regarding the Bonds and the Comptroller of
the State's Certificate of Registration for the Initial Bond.
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4138-8404-1555.7
o. Continuing Disclosure Agreements. The Continuing Disclosure Agreement
of Issuer and the Continuing Disclosure Agreement of Developer shall have been executed
by the parties thereto in substantially the forms attached to the Limited Offering
Memorandum as Appendix E-1 and Appendix E-2.
P. Letter of Representation of the Appraiser. (i)Letter of Representation of the
Appraiser, substantially in the form of Appendix F hereto, addressed to the City, Bond
Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the
Underwriter, and(ii) a copy of the real estate appraisal of the property within Improvement
Area#1 of the District dated August 20, 2024.
q. Letter of Representation of Administrator. Letter of Representation of
Administrator, substantially in the form of Appendix G hereto, addressed to the City,Bond
Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the
Underwriter.
r. Evidence of Filing of Creation Resolution, Assessment Ordinance,Updated
Service and Assessment Plan, and Landowner Consent Certificate. Evidence that the
Creation Resolution, including the legal description of the property within the District, the
Assessment Ordinance (including the original Service and Assessment Plan with the
original Improvement Area #1 Assessment Roll), the Service and Assessment Plan as
updated in connection with the issuance of the Bonds (including the updated Improvement
Area #1 Assessment Roll), and the Landowner Consent Certificate have been filed of
record in the real property records of Nueces County, Texas.
S. Reserved.
t. Reserved.
U. Rule 15c2-12 Certification. A resolution, an ordinance(including the Bond
Ordinance), or a certificate of the City whereby the City has deemed the Preliminary
Limited Offering Memorandum final as of its date, except for permitted omissions, as
contemplated by Section (b)(1) of Rule 15c2-12 in connection with the offering of the
Bonds,which action may be based on the approval of the release of the Preliminary Limited
Offering Memorandum by an authorized City official (if such official has been duly
authorized to take such action by the City Council), or certification, if made in the form of
a certificate, may be included in the City Certificate required by Section 10(f) hereof.
V. Dissemination Agent. Evidence acceptable to the Underwriter in its sole
discretion that the City and the Developer have engaged a dissemination agent acceptable
to the Underwriter for the Bonds, with the execution of the Continuing Disclosure
Agreement of Issuer and the Continuing Disclosure Agreement of Developer by other
parties thereto being conclusive evidence of such acceptance by the Underwriter.
W. Reserved.
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X. Additional Documents. Such additional legal opinions, certificates,
instruments, and other documents as the Underwriter or Underwriter's Counsel may
reasonably deem necessary.
11. City's Closing Conditions. The obligation of the City hereunder to deliver the
Bonds shall be subject to receipt on or before the Closing Date of the purchase price set forth in
Section 1 hereof,the Attorney General Opinion, the opinion of Bond Counsel described in Section
10(a)hereof, and all documents required to be delivered by the Developer and the Landowner.
12. Consequences of Termination. If the City shall be unable to satisfy the conditions
contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any
reason permitted by this Agreement, this Agreement shall terminate and the Underwriter and the
City shall have no further obligation hereunder, except as further set forth in Sections 13, 14, 16,
and 22 hereof.
13. Term of Agreement. Except for surviving representations, warranties, and
indemnities of the parties to this Agreement, the term of this Agreement terminates upon the "end
of the underwriting period" (as defined in Rule 15c2-12) or, if earlier, exercise of a termination
right(which may not be based on an existing or incipient breach of a verification).
14. Costs and Expenses.
a. The Underwriter shall be under no obligation to pay, and the City shall
cause to be paid from proceeds of the Bonds the following expenses incident to the issuance
of the Bonds and performance of the City's obligations hereunder: (i) the costs of the
preparation and printing of the Bonds; (ii)the cost of preparation, printing, and mailing of
the Preliminary Limited Offering Memorandum, the final Limited Offering Memorandum
and any supplements and amendments thereto; (iii)the fees and disbursements of the City's
legal counsel and Financial Advisor, the Trustee's counsel, Bond Counsel, Developer's
Counsel, Landowner's Counsel, and the Trustee relating to the issuance of the Bonds; (iv)
the Attorney General's review fees; (v) the fees and disbursements of accountants,
advisers, and any other experts or consultants retained by the City or for the benefit of the
City, including but not limited to the fees and expenses of the Appraiser and the
Administrator; and (vi) the expenses incurred by or on behalf of City employees and
representatives that are incidental to the issuance of the Bonds and the performance by the
City of its obligations under this Agreement.
b. The Underwriter shall pay the following expenses: (i) all advertising
expenses in connection with the limited offering of the Bonds; (ii) fees of Underwriter's
Counsel; and (iii) all other expenses, including CUSIP fees (including out-of-pocket
expenses and related regulatory expenses), incurred by it in connection with its public
offering and distribution of the Bonds, except as noted in subsection 13(a) above.
C. The City acknowledges that the Underwriter will pay from the
Underwriter's expense allocation of the underwriting discount the applicable per bond
assessment charged by the Municipal Advisory Council of Texas, a nonprofit corporation
23
4138-8404-1555.7
whose purpose is to collect, maintain, and distribute information relating to issuing entities
of municipal securities.
15. Notice. Any notice or other communication to be given to the City under this
Agreement may be given by delivering the same in writing to: City of Corpus Christi, Texas, 1201
Leopard Street, Corpus Christi, Texas 78401, Attention: City Manager. Any notice or other
communication to be given to the Underwriter under this Agreement may be given by delivering
the same in writing to: FMSbonds, Inc., 5 Cowboys Way, Suite 300-25, Frisco, Texas 75034,
Attention: Tripp Davenport, Director.
16. Parties in Interest, Survival of City Representations. This Agreement is made
solely for the benefit of the City and the Underwriter (including their respective successors and
assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. All of
the City's representations, warranties, and covenants contained in this Agreement shall remain
operative and in full force and effect and survive delivery of and payment for the Bonds and any
termination, regardless of any investigations made by or on behalf of the Underwriter.
17. Survival of Representations and Warranties of Third Parties. All representations
and warranties of the parties, other than the City and the Underwriter, made in, pursuant to, or in
connection with this Agreement shall survive the execution and delivery of this Agreement,
notwithstanding any investigation by the parties. All statements contained in any certificate,
instrument, or other writing delivered by a party to this Agreement or in connection with the
transactions described in or by this Agreement constitute representations and warranties by such
party under this Agreement to the extent such statement is set forth as a representation and warranty
in the instrument in question.
18. Severability. In case any one or more of the provisions contained herein shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision hereof.
19. State Law and Venue Governs. The validity, interpretation, and performance of
this Agreement shall be governed by the laws of the State and venue shall lie in Nueces County,
Texas.
20. No Assi ng ment. The rights and obligations created by this Agreement shall not be
subject to assignment by the Underwriter or the City without the prior written consent of the other
party hereto.
21. No Personal Liability. None of the members of the City Council, nor any officer,
representative, agent, or employee of the City, shall be charged personally by the Underwriter with
any liability, or be held liable to the Underwriter under any term or provision of this Agreement,
or because of execution or attempted execution, or because of any breach or attempted or alleged
breach of this Agreement.
22. Statutory Verifications. The Underwriter makes the following representation and
covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as
heretofore amended (the "Government Code"), in entering into this Agreement. As used in such
24
4138-8404-1555.7
verifications, "affiliate"means an entity that controls,is controlled by, or is under common control
with the Underwriter within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to
make a profit. Liability for breach of any such verification during the term of this Agreement shall
survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise
limited by any provision of this Agreement, notwithstanding anything in this Agreement to the
contrary.
a. Not a Sanctioned Compaq. The Underwriter represents that neither it nor
any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is
a company identified on a list prepared and maintained by the Texas Comptroller of Public
Accounts under Section 2252.153 or Section 2270.0201,Government Code. The foregoing
representation excludes the Underwriter and each of its parent company, wholly- or
majority-owned subsidiaries, and other affiliates, if any, that the United States government
has affirmatively declared to be excluded from its federal sanctions regime relating to
Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization.
b. No Boycott o Israel. The Underwriter hereby verifies that it and its parent
company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not
boycott Israel and will not boycott Israel during the term of this Agreement. As used in
the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001,
Government Code.
C. No Discrimination Against Firearm Entities. The Underwriter hereby
verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other
affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association and will not discriminate against a
firearm entity or firearm trade association during the term of this Agreement. As used in
the foregoing verification, "discriminate against a firearm entity or firearm trade
association" has the meaning provided in Section 2274.001(3), Government Code.
d. No Boycott of Energy Companies. The Underwriter hereby verifies that it
and its parent company,wholly-or majority-owned subsidiaries, and other affiliates,if any,
do not boycott energy companies and will not boycott energy companies during the term
of this Agreement. As used in the foregoing verification, "boycott energy companies" has
the meaning provided in Section 2276.001(l), Government Code
23. Form 1295. Submitted herewith (or on a date prior hereto) is a completed Form
1295 in connection with the Underwriter's participation in the execution of this Agreement
generated by the Texas Ethics Commission's (the "TEC") electronic filing application in
accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules
promulgated by the TEC (the"Form 1295"). The City hereby confirms receipt of the Form 1295
from the Underwriter, and the City agrees to acknowledge such form with the TEC through its
electronic filing application not later than the thirtieth (30th) day after the receipt of such form.
The Underwriter and the City understand and agree that, with the exception of information
identifying the City and the contract identification number, neither the City nor its consultants are
responsible for the information contained in the Form 1295; that the information contained in the
25
4138-8404-1555.7
Form 1295 has been provided solely by the Underwriter; and, neither the City nor its consultants
have verified such information.
24. Attorney General Standing Letter. The Underwriter represents that it has, or will
have prior to the date of Closing, on file with the Texas Attorney General a standing letter
addressing the representation and verifications contained in Section 22 of this Agreement in a form
accepted by the Texas Attorney General. In addition, if the Underwriter or the parent company, a
wholly- or majority-owned subsidiary or another affiliate of the Underwriter receives or has
received a letter from the Texas Comptroller of Public Accounts pursuant to Chapter 809, Texas
Government Code seeking written verification that it does not boycott energy companies (a
"Comptroller Request Letter"), such Underwriter shall promptly notify the City and Bond Counsel
(if it has not already done so) and provide to the City or Bond Counsel, two Business Days prior
to Closing and additionally upon request by the City or Bond Counsel, written verification to the
effect that its standing letter described in the preceding sentence remains in effect and may be
relied upon by the City and the Texas Attorney General (the "Bringdown Verification"). The
Bringdown Verification shall also confirm that the Underwriter(or the parent company, a wholly-
or majority-owned subsidiary or other affiliate of the Underwriter that received the Comptroller
Request Letter) intends to timely respond or has timely responded to the Comptroller Request
Letter. The Bringdown Verification may be in the form of an e-mail.
25. Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument. The City and the
Underwriter agree that electronic signatures to this Agreement may be regarded as original
signatures.
Signature pages follow.
26
4138-8404-1555.7
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first set forth above.
FMSbonds, Inc.,
as Underwriter
By: MA —�--
Name: Theodore A. Swinarski
Title: Senior Vice President-Trading
S-1
4138-8404-1555.7
Accepted at �- 11 .aw�central time on the
date first stated above.
City of Corpus Christi,Texas
F
By:
ity Manager
S-2
4138-8404-1555.7
SCHEDULE I
$22,624,000
CITY OF CORPUS CHRISTI,TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA 91 PROJECT)
Interest Accrues From: Closing Date
$2,468,000 5.375%Term Bonds, Due September 15, 2031,Priced to Yield 5.375% (a)(o)(d)
$7,700,000 6.125%Term Bonds, Due September 15, 2044,Priced to Yield 6.190% (a)ro>(°)(d)
$12,456,000 6.500%Term Bonds, Due September 15, 2054,Priced to Yield 6.500% (a)ro>(°)(d)
(a) The initial reoffering prices or yields of the Bonds have been determined in accordance with the 10%test.
(b) The Bonds maturing on and after September 15,2044,may be redeemed before their scheduled maturity date,in whole
or in part, on any date on or after September 15,2034, such redemption date or dates to be fixed by the City, at the
redemption price equal to the principal amount of the Bonds to be redeemed,plus accrued and unpaid interest to the date
fixed of redemption.
(0 The Bonds are also subject to extraordinary optional redemption as described in the Limited Offering Memorandum
under"DESCRIPTION OF TttE BONDS—Redemption Provisions."
(d) The Bonds are also subject to mandatory sinking fund redemption on the dates and in the respective Sinking Fund
Installments as set forth in the following schedules.
Term Bonds maturing September 15,2031
Redemption Date Sinking Fund Installment Amount
September 15,2025 $536,000
September 15,2026 278,000
September 15,2027 294,000
September 15,2028 312,000
September 15,2029 329,000
September 15,2030 349,000
September 15,2031t 370,000
fi Stated maturity.
Schedule I-1
4138-8404-1555.7
Term Bonds maturing September 15,2044
Redemption Date Sinking Fund Installment Amount
September 15,2032 $392,000
September 15,2033 417,000
September 15,2034 446,000
September 15,2035 475,000
September 15,2036 506,000
September 15,2037 540,000
September 15,2038 575,000
September 15,2039 614,000
September 15,2040 655,000
September 15,2041 697,000
September 15,2042 744,000
September 15,2043 793,000
September 15,20441 846,000
Term Bonds maturing September 15,2054
Redemption Date Sinking Fund Installment Amount
September 15,2045 $ 901,000
September 15,2046 965,000
September 15,2047 1,032,000
September 15,2048 1,105,000
September 15,2049 1,182,000
September 15,2050 1,265,000
September 15,2051 1,353,000
September 15,2052 1,447,000
September 15,2053 1,549,000
September 15,2054t 1,657,000
fi Stated maturity.
Schedule I-2
4138-8404-1555.7
APPENDIX A-1
FORM OF DEVELOPER'S LETTER OF REPRESENTATIONS
$22,624,000
CITY OF CORPUS CHRISTI,TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA 91 PROJECT)
DEVELOPER'S LETTER OF REPRESENTATIONS
October 15, 2024
City of Corpus Christi, Texas
1201 Leopard Street
Corpus Christi, Texas 78401
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
Ladies and Gentlemen:
This letter is being delivered to the City of Corpus Christi, Texas (the "City") and
FMSbonds, Inc. (the "Underwriter"), in consideration for your entering into the Bond Purchase
Agreement dated the date hereof(the "Bond Purchase Agreement") for the sale and purchase of
the $22,624,000 City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024
(Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the "Bonds").
Pursuant to the Bond Purchase Agreement, the Underwriter has agreed to purchase from the City,
and the City has agreed to sell to the Underwriter, the Bonds. In order to induce the City to enter
into the Bond Purchase Agreement and as consideration for the execution, delivery, and sale of
the Bonds by the City and the purchase of them by the Underwriter, Ashlar Interests,LLC, a Texas
limited liability company (the"Developer"), makes the representations, warranties, and covenants
contained in this Developer's Letter of Representations. Unless the context clearly indicates
otherwise, each capitalized term used and not otherwise defined in this Developer's Letter of
Representations will have the meaning set forth in the Bond Purchase Agreement.
I. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds
represents a negotiated transaction, the Developer understands, and hereby confirms, that the
Underwriter is not acting as a fiduciary of the Developer, but rather is acting solely in its capacity
as Underwriter of the Bonds for its own account.
2. Updating of the Limited Offering Memorandum. If, after the date of this
Developer's Letter of Representations, up to and including the date the Underwriter is no longer
A-1-1
4138-8404-1555.7
required to provide a Limited Offering Memorandum to potential customers who request the same
pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the "end of the underwriting
period" (as defined in Rule 15c2-12) and (ii)the time when the Limited Offering Memorandum is
available to any person from the MSRB, but in no case less than twenty-five (25) days after the
"end of the underwriting period"for the Bonds),the Developer becomes aware of any fact or event
which might or would cause the Limited Offering Memorandum, as then supplemented or
amended, to contain any untrue statement of a material fact or to omit to state a material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is necessary to amend or
supplement the Limited Offering Memorandum to comply with law, the Developer will notify the
Underwriter(and for the purposes of this clause provide the Underwriter with such information as
it may from time to time request); however, that for the purposes of this Developer's Letter of
Representations and any certificate delivered by the Developer in accordance with the Bond
Purchase Agreement, the Developer makes no representations with respect to the information
appearing in the Preliminary Limited Offering Memorandum or the Limited Offering
Memorandum except for the information set forth in the maps included therein and under the
captions and subcaptions"PLAN OF FINANCE" (except for the information under the subcaption
"— The Bonds and the Reimbursement Agreement"), "OVERLAPPING TAXES AND DEBT —
Homeowners' Association Dues," "THE IMPROVEMENT AREA #1 IMPROVEMENTS,"
"THE DEVELOPMENT," and "THE DEVELOPER AND THE LANDOWNER" (only as it
pertains to the Developer) and,to the Developer's knowledge after due inquiry, under the captions
"BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Improvement Area #1
Improvements, and the Development, as defined in the Limited Offering Memorandum), "LEGAL
MATTERS — Litigation — The Developer and the Landowner" (only as it pertains to the
Developer), "CONTINUING DISCLOSURE — The Developer" and "— The Developer's
Compliance with Prior Undertakings," "SOURCES OF INFORMATION — Source of Certain
Information," "APPENDIX E-2 —Form of Disclosure Agreement of Developer," "APPENDIX F
—Development Agreement," "APPENDIX G—Reimbursement Agreement," and"APPENDIX H
— Design Guidelines" (collectively, the "Developer Disclosures") in accordance with subsection
4(f) herein.
3. Developer Documents. The Developer has executed and delivered each of the
below listed documents (individually, a "Developer Document" and collectively, the "Developer
Documents") in the capacity provided for in each such Developer Document, and each such
Developer Document constitutes a valid and binding obligation of the Developer, enforceable
against the Developer in accordance with its terms:
a. this Developer's Letter of Representations; and
b. the Development Agreement Whitecap North Padre Island, effective as of
December 12, 2023, executed and delivered by the City and the Developer; and
C. the PID Reimbursement Agreement Whitecap Public Improvement District
No. 1, effective February 20, 2024, executed and delivered by the City and the Developer;
and
d. the Development and Management Agreement, effective as of December 6,
2021, executed and delivered by the Developer and Diamond Beach Holdings, LLC a
Texas limited liability company (the "Landowner"); and
A-1-2
4138-8404-1555.7
e. the Flow of Funds Agreement, effective as of September 19, 2024, executed
and delivered by the Developer and the Landowner; and
f. the Continuing Disclosure Agreement of Developer with respect to the
Bonds, dated as of October 1, 2024, executed and delivered by the Developer, P3Works,
LLC, as Administrator, and BOKF, NA, as Dissemination Agent.
The Developer has complied in all material respects with all of the Developer's agreements and
covenants and satisfied all conditions required to be complied with or satisfied by the Developer
under the Developer Documents on or prior to the date hereof.
The representations and warranties of the Developer contained in the Developer
Documents are true and correct in all material respects on and as of the date hereof.
4. Developer Representations, Warranties and Covenants. The Developer represents,
warrants, and covenants to the City and the Underwriter that:
a. Due Organization and Existence. The Developer is duly formed and validly
existing as a limited liability company under the laws of the State of Texas.
b. Organizational Documents. The copies of the organizational documents of
the Developer provided by the Developer to the City and the Underwriter are fully
executed, true, correct, and complete copies of such documents and such documents have
not been amended or supplemented and are in full force and effect as of the date hereof.
C. No Breach. The execution and delivery of the Developer Documents by the
Developer does not violate any judgment, order, writ, injunction or decree binding on the
Developer or any indenture, agreement, or other instrument to which the Developer is a
party.
d. No Litigation. There are no proceedings pending or threatened in writing
before any court or administrative agency against the Developer that are either not covered
by insurance or which singularly or collectively would have a material, adverse effect on
the ability of the Developer to perform its obligations under the Developer Documents in
all material respects or that would reasonably be expected to prevent or prohibit the
development of the District in accordance with the description thereof in the Preliminary
Limited Offering Memorandum and the Limited Offering Memorandum.
e. Information. The information prepared and submitted by the Developer to
the City or the Underwriter in connection with the preparation of the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum was, and is, as of this date,
true and correct in all material respects.
f. Preliminary Limited Offering Memorandum and Limited Offering
Memorandum. The Developer represents and warrants that the information set forth in the
Developer Disclosures in the Preliminary Limited Offering Memorandum and the Limited
Offering Memorandum is true and correct and does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The Developer
agrees to provide a certificate dated the Closing Date affirming, as of such date, the
A-1-3
4138-8404-1555.7
representations contained in this subsection (f) with respect to the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum.
g. Events of Default. No "Event of Default" or "event of default" by the
Developer under any of the Developer Documents, any documents to which the Developer
is a party described in the Limited Offering Memorandum, or under any material
documents relating to the financing and construction of the Improvement Area #1
Improvements to which the Developer is a party, or event that, with the passage of time or
the giving of notice or both,would constitute such"Event of Default" or"event of default"
by the Developer has occurred and is continuing.
5. Indemnification.
a. The Developer will indemnify and hold harmless the City and the
Underwriter and each of their officers, directors, employees and agents against any losses,
claims, damages or liabilities to which any of them may become subject, under the
Securities Act of 1933 or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained or incorporated by reference in the Developer
Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum, or any amendment or supplement to the Limited Offering Memorandum
amending or supplementing the information contained under the aforementioned captions
(as qualified above), or arise out of or are based upon the omission, untrue statement or
alleged untrue statement or omission to state therein a material fact necessary to make the
statements under the aforementioned captions (as qualified above) not misleading under
the circumstances under which they were made and will reimburse any indemnified parry
for any reasonable legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are incurred.
b. Promptly after receipt by an indemnified party under subsection (a) above
of notice of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such subsection, notify
the indemnifying party in writing of the commencement thereof, but the omission so to
notify the indemnifying party shall not relieve the indemnifying party from any liability
which it may have to the indemnified party otherwise than under such subsection, unless
such indemnifying party was prejudiced by such delay or lack of notice. In case any such
action shall be brought against an indemnified party, it shall promptly notify the
indemnifying party of the commencement thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it shall wish, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party), and, after
notice from the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation. The indemnifying party shall not be
liable for any settlement of any such action effected without its consent, but if settled with
the consent of the indemnifying party or if there is a final judgment for the plaintiff in any
A-1-4
4138-8404-1555.7
such action, the indemnifying party will indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or judgment. The
indemnity herein shall survive delivery of the Bonds and shall survive any investigation
made by or on behalf of the City, the Developer, or the Underwriter.
6. Survival of Representations, Warranties and Covenants. All representations,
warranties, and agreements in this Developer's Letter of Representations will survive regardless
of(a)any investigation or any statement in respect thereof made by or on behalf of the Underwriter,
(b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination
of the Bond Purchase Agreement.
7. Bindinz on Successors and Assigns. This Developer's Letter of Representations
will be binding upon the Developer and its successors and assigns and inure solely to the benefit
of the Underwriter and the City, and no other person or firm or entity will acquire or have any right
under or by virtue of this Developer's Letter of Representations.
Signature page follows.
A-1-5
4138-8404-1555.7
Dated: October 15, 2024
DEVELOPER:
Ashlar Interests, LLC,
a Texas limited liability company
By:
Name:
Title:
A-1-6
4138-8404-1555.7
APPENDIX A-2
FORM OF LANDOWNER'S LETTER OF REPRESENTATIONS
$22,624,000
CITY OF CORPUS CHRISTI,TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA 91 PROJECT)
LANDOWNER'S LETTER OF REPRESENTATIONS
October 15, 2024
City of Corpus Christi, Texas
1201 Leopard Street
Corpus Christi, Texas 78401
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
Ladies and Gentlemen:
This letter is being delivered to the City of Corpus Christi, Texas (the "City") and
FMSbonds, Inc. (the "Underwriter"), in consideration for your entering into the Bond Purchase
Agreement dated the date hereof(the "Bond Purchase Agreement") for the sale and purchase of
the $22,624,000 City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024
(Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the "Bonds").
Pursuant to the Bond Purchase Agreement, the Underwriter has agreed to purchase from the City,
and the City has agreed to sell to the Underwriter, the Bonds. In order to induce the City to enter
into the Bond Purchase Agreement and as consideration for the execution, delivery, and sale of
the Bonds by the City and the purchase of them by the Underwriter, Diamond Beach Holdings,
LLC, a Texas limited liability company (the"Landowner"),makes the representations,warranties,
and covenants contained in this Landowner's Letter of Representations. Unless the context clearly
indicates otherwise, each capitalized term used and not otherwise defined in this Landowner's
Letter of Representations will have the meaning set forth in the Bond Purchase Agreement.
I. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds
represents a negotiated transaction, the Landowner understands, and hereby confirms, that the
Underwriter is not acting as a fiduciary of the Landowner,but rather is acting solely in its capacity
as Underwriter of the Bonds for its own account.
2. Updating of the Limited Offering Memorandum. If, after the date of this
Landowner's Letter of Representations, up to and including the date the Underwriter is no longer
A-2-1
4138-8404-1555.7
required to provide a Limited Offering Memorandum to potential customers who request the same
pursuant to Rule 15c2-12 (the earlier of(i) 90 days from the "end of the underwriting period" (as
defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available
to any person from the MSRB, but in no case less than 25 days after the "end of the underwriting
period" for the Bonds), the Landowner becomes aware of any fact or event which might or would
cause the Limited Offering Memorandum, as then supplemented or amended,to contain any untrue
statement of a material fact or to omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary to amend or supplement the Limited Offering
Memorandum to comply with law, the Landowner will notify the Underwriter (and for the
purposes of this clause provide the Underwriter with such information as it may from time to time
request); however, that for the purposes of this Landowner's Letter of Representations and any
certificate delivered by the Landowner in accordance with the Bond Purchase Agreement, the
Landowner makes no representations with respect to the information appearing in the Preliminary
Limited Offering Memorandum or the Limited Offering Memorandum except for the information
set forth in the maps included therein and under the captions and subcaptions "PLAN OF
FINANCE" (except for the information under the subcaption "— The Bonds and the
Reimbursement Agreement"), "OVERLAPPING TAXES AND DEBT — Homeowners'
Association Dues," "THE IMPROVEMENT AREA #1 IMPROVEMENTS," "THE
DEVELOPMENT," "THE DEVELOPER AND THE LANDOWNER" and, to the Landowner's
knowledge after due inquiry, under the captions `BONDHOLDERS' RISKS" (only as it pertains
to the Improvement Area #1 Improvements, and the Development, as defined in the Limited
Offering Memorandum), "LEGAL MATTERS—Litigation—The Developer and the Landowner,"
"SOURCES OF INFORMATION—Source of Certain Information," and"APPENDIX H—Design
Guidelines," in each case, solely as such information pertains to the Landowner, and expressly
excludes, without limitation, information to the extent such information pertains to the City, the
Bonds, the Indenture, the Trustee and/or the Developer (collectively, the "Landowner
Disclosures")in accordance with subsection 4(f) herein.
3. Landowner Documents. The Landowner has executed and delivered each of the
below listed documents(individually, a"Landowner Document" and collectively,the"Landowner
Documents") in the capacity provided for in each such Landowner Document, and each such
Landowner Document constitutes a valid and binding obligation of the Landowner, enforceable
against the Landowner in accordance with its respective terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency, or other similar laws relating to the enforcement of
creditors' rights generally and by general equitable principles:
a. this Landowner's Letter of Representations; and
b. the Development and Management Agreement, effective as of December 6, 2021,
by and between Ashlar Interests, LLC, a Texas limited liability company (the
"Developer"), and the Landowner, as amended by that certain First Amendment to
Development & Management Agreement, dated effective June 8, 2022, and as
further amended by that certain Second Amendment to Development &
Management Agreement, dated effective December 12, 2023;
c. the Flow of Funds Agreement, dated as of September 19, 2024, by and between the
Developer and the Landowner; and
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4138-8404-1555.7
d. the Landowner Consent Certificate dated as of October 15, 2024.
The Landowner has complied in all material respects with all of the Landowner's agreements and
covenants and satisfied all conditions required to be complied with or satisfied by the Landowner
under the Landowner Documents on or prior to the date hereof.
The representations and warranties of the Landowner contained in the Landowner
Documents are true and correct in all material respects on and as of the date hereof.
4. Landowner Representations, Warranties and Covenants. The Landowner
represents, warrants, and covenants to the City and the Underwriter that:
a. Due Organization and Existence. The Landowner is duly organized and
validly existing as a limited liability company under the laws of the State of Texas.
b. Organizational Documents. The copies of the organizational documents of
the Landowner provided by the Landowner to the City and the Underwriter are fully
executed, true, correct, and complete copies of such documents and such documents have
not been amended or supplemented and are in full force and effect as of the date hereof.
C. No Breach. The execution and delivery of the Landowner Documents by
the Landowner does not violate any judgment, order, writ, injunction or decree binding on
the Landowner or any indenture, agreement, or other instrument to which the Landowner
is a party.
d. No Liti ag tion. There are no proceedings pending or, to the Landowner's
knowledge, threatened in writing before any court or administrative agency against the
Landowner that are either not covered by insurance or which singularly or collectively
would have a material, adverse effect on the ability of the Landowner to perform its
obligations under the Landowner Documents in all material respects or that would
reasonably be expected to prevent or prohibit the development of the District in accordance
with the description thereof in the Preliminary Limited Offering Memorandum and the
Limited Offering Memorandum.
e. Information. The information prepared and submitted by the Landowner to
the City or the Underwriter in connection with the preparation of the Landowner
Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum was, and is, as of this date, true and correct in all material respects.
f. Preliminary Limited Offering Memorandum and Limited Offering
Memorandum. The Landowner represents and warrants that the information set forth in
the Landowner Disclosures in the Preliminary Limited Offering Memorandum and the
Limited Offering Memorandum is true and correct and does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The
Landowner agrees to provide a certificate dated the Closing Date affirming, as of such date,
the representations contained in this subsection (f) with respect to the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum.
g. Events of Default. No "Event of Default" or "event of default" by the
Landowner under any of the Landowner Documents, any documents to which the
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Landowner is a party described in the Limited Offering Memorandum, or under any
material documents relating to the financing and construction of the Improvement Area#1
Improvements to which the Landowner is a party, or event that, with the passage of time
or the giving of notice or both, would constitute such "Event of Default" or "event of
default" by the Landowner has occurred and is continuing.
5. Indemnification.
C. The Landowner will indemnify and hold harmless the City and the
Underwriter and each of their officers, directors, employees and agents against any losses,
claims, damages or liabilities to which any of them may become subject, under the
Securities Act of 1933 or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained or incorporated by reference in the Landowner
Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum, or the Landowner Disclosures in any amendment or supplement to the
Limited Offering Memorandum amending or supplementing the information contained
under the aforementioned captions (as qualified above), or arise out of or are based upon
the omission, untrue statement or alleged untrue statement or omission to state therein a
material fact necessary to make the statements under the aforementioned captions (as
qualified above) not misleading under the circumstances under which they were made and
will reimburse any indemnified party for any reasonable legal or other expenses reasonably
incurred by them in connection with investigating or defending any such action or claim as
such expenses are incurred.
d. Promptly after receipt by an indemnified party under subsection (a) above
of notice of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such subsection, notify
the indemnifying party in writing of the commencement thereof, but the omission so to
notify the indemnifying party shall not relieve the indemnifying party from any liability
which it may have to the indemnified party otherwise than under such subsection, unless
such indemnifying party was prejudiced by such delay or lack of notice. In case any such
action shall be brought against an indemnified party, it shall promptly notify the
indemnifying party of the commencement thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it shall wish, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party), and, after
notice from the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation. The indemnifying party shall not be
liable for any settlement of any such action effected without its consent, but if settled with
the consent of the indemnifying party or if there is a final judgment for the plaintiff in any
such action, the indemnifying party will indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or judgment. The
indemnity herein shall survive delivery of the Bonds and shall survive any investigation
made by or on behalf of the City, the Landowner, or the Underwriter.
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6. Survival of Representations, Warranties and Covenants. All representations,
warranties, and agreements in this Landowner's Letter of Representations will survive regardless
of(a)any investigation or any statement in respect thereof made by or on behalf of the Underwriter,
(b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination
of the Bond Purchase Agreement.
7. Binding on Successors and Assigns. This Landowner's Letter of Representations
will be binding upon the Landowner and its successors and assigns and inure solely to the benefit
of the Underwriter and the City, and no other person or firm or entity will acquire or have any right
under or by virtue of this Landowner's Letter of Representations.
Signature page follows.
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Dated: October 15, 2024
LANDOWNER:
Diamond Beach Holdings, LLC,
a Texas limited liability company
By:
Name:
Title:
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APPENDIX B
$22,624,000
CITY OF CORPUS CHRISTI,TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA 91 PROJECT)
ISSUE PRICE CERTIFICATE
The undersigned (the "Representative"), on behalf of FMSbonds, Inc. ("FMS"), hereby
certifies as set forth below with respect to the sale and issuance of the above-captioned obligations
(the "Bonds").
1. Sale of*the General Rule Maturities. As of the date of this certificate, for each
Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was
sold to the Public is the respective price listed in Schedule A.
2. Initial Offering Price of*the Hold-the-Offering-Price Maturities.
(a) The Representative offered the Hold-the-Offering-Price Maturities to the Public for
purchase at the respective initial offering prices listed in Schedule A(the"Initial Offering Prices")
on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds
is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement for the Bonds, the Representative hs
agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would
neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than
the Initial Offering Price for such Maturity during the Holding Period for such Maturity(the"hold-
the-offering-price rule"), and (ii) any selling group agreement shall contain the agreement of each
dealer who is a member of the selling group, and any retail distribution agreement shall contain
the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply
with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined
below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that
is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding
Period.
3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A
hereto as the "General Rule Maturities."
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in
Schedule A hereto as the "Hold-the-Offering-Price Maturities."
(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the
period starting on the Sale Date and ending on the earlier of(i) the close of the fifth business day
after the Sale Date, or (ii) the date on which the Underwriter sold at least 10% of such Hold-the-
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Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for
such Hold-the-Offering-Price Maturity.
(d) Issuer means the City of Corpus Christi, Texas.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with
different maturity dates, or Bonds with the same maturity date but different stated interest rates,
are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term "related parry" for purposes of this certificate generally means any two or
more persons who have greater than 50 percent common ownership, directly or indirectly.
(g) Sale Date means the first day on which there is a binding contract in writing for the
sale of a Maturity of the Bonds. The Sale Date of the Bonds is October 15, 2024.
(h) Underwriter means (i) any person that agrees pursuant to a written contract with
the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the
initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause (i) of this paragraph to participate in the
initial sale of the Bonds to the Public (including a member of a selling group or a parry to a retail
distribution agreement participating in the initial sale of the Bonds to the Public).
The remainder of this page is left blank intentionally.
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The representations set forth in this certificate are limited to factual matters only. Nothing
in this certificate represents the Representative's interpretation of any laws, including specifically
Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations thereunder. The undersigned understands that the foregoing information will be relied
upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and
with respect to compliance with the federal income tax rules affecting the Bonds, and by Norton
Rose Fulbright US LLP, Bond Counsel, in connection with rendering its opinion that the interest
on the Bonds is excluded from gross income for federal income tax purposes, the preparation of
the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give
to the Issuer from time to time relating to the Bonds.
EXECUTED AND DELIVERED as of this , 2024.
FMSbonds, Inc.,
as Underwriter
By:
Name: Theodore A. Swinarski
Title: Senior Vice President—Trading
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SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND
INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
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SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
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APPENDIX C
[LETTERHEAD OF CITY ATTORNEY]
October 31, 2024
FMSbonds, Inc. BOKF, NA
5 Cowboys Way, Suite 300-25 1401 McKinney Street, Suite 1000
Frisco, Texas 75034 Houston, Texas 77010
Norton Rose Fulbright US LLP City of Corpus Christi
2200 Ross Avenue, Suite 3600 Attn: City Manager
Dallas, Texas 75201 1201 Leopard Street
Corpus Christi, Texas 78401
$22,624,000
CITY OF CORPUS CHRISTI, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA#1 PROJECT)
Ladies and Gentlemen:
I am the City Attorney for the City of Corpus Christi, Texas (the"City") and am rendering
this opinion in connection with the issuance and sale of $22,624,000 "City of Corpus Christi,
Texas, Special Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District
No. 1 Improvement Area #1 Project)" (the "Bonds"), by the City, a political subdivision of the
State of Texas (the"State").
The Bonds are authorized pursuant to an ordinance enacted by the City Council of the City
(the"City Council") on October 15, 2024 (the"Bond Ordinance"), and shall be issued pursuant to
the provisions of Subchapter A of the Public Improvement District Assessment Act, Chapter 372,
Texas Local Government Code, as amended (the "Act") and the Indenture of Trust dated as of
October 1, 2024 (the "Indenture") by and between the City and BOKF, NA, as trustee (the
"Trustee"). Capitalized terms not defined herein shall have the same meanings as in the Indenture,
unless otherwise stated herein.
In connection with rendering this opinion, I have reviewed the:
(a) The Resolution No. 032761 (the "Creation Resolution") enacted by the City
Council on May 17, 2022;
(b) An ordinance accepted and approved by City Council on February 20, 2024, and
the Service and Assessment Plan attached as an exhibit thereto (the "Assessment Ordinance");
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(c) The Bond Ordinance;
(d) The Indenture;
(e) the Development Agreement Whitecap North Padre Island, between the City and
Ashlar Interests, LLC, a Texas limited liability company, effective December 12, 2023;
(f) the PID Reimbursement Agreement Whitecap Public Improvement District No. 1,
effective February 20, 2024, between the City and Ashlar Interests, LLC, a Texas limited liability
company (the"Developer");
(g) That certain Continuing Disclosure Agreement of Issuer with respect to the Bonds,
dated as of October 1, 2024, executed and delivered by the City, P3Works, LLC, as Administrator,
and BOKF, NA, as Dissemination Agent; and
(h) Such other documents, records, agreements, or certificates as I have deemed
necessary or appropriate to enable us to render the opinions expressed below.
The Creation Resolution, the Assessment Ordinance, the Indenture, and the Bond
Ordinance shall hereinafter be collectively referred to as the "Authorizing Documents" and the
remaining documents shall hereinafter be collectively referred to as the "City Documents."
In all such examinations, I have assumed that all signatures on documents and instruments
executed by the City are genuine and that all documents submitted to us as copies conform to the
originals. In addition, for purposes of this opinion, I have assumed the due authorization,
execution, and delivery of the City Documents by all parties other than the City.
Based upon and subject to the foregoing and the additional qualifications and assumptions
set forth herein, I am of the opinion that:
1. The City is a Texas political subdivision and a home rule municipal governmental
entity, and has all necessary power and authority to enter into and perform its obligations under
the Authorizing Documents and the City Documents. The City has taken or obtained all actions,
approvals, consents, and authorizations required of it by applicable laws in connection with the
execution of the Authorizing Documents and the City Documents and the performance of its
obligations thereunder.
2. To the best of our knowledge, there is no action, suit, proceeding, inquiry or
investigation at law or in equity, before or by any court, public board or body, pending, or
threatened against the City: (a)affecting the existence of the City or the titles of its officers to their
respective offices, (b) in any way questioning the formation or existence of the District, (c)
affecting, contesting or seeking to prohibit, restrain or enjoin the delivery of any of the Bonds, or
the payment, collection or application of any amounts pledged or to be pledged to pay the principal
of and interest on the Bonds, including the Improvement Area #1 Assessments in Improvement
Area #1 of the District pursuant to the provisions of the Assessment Ordinance and the Service
and Assessment Plan referenced therein, (d) contesting or affecting the validity or enforceability
or the City's performance of the City Documents, (e) contesting the exclusion of the interest on
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the Bonds from federal income taxation, or (f) which may result in any material adverse change
relating to the financial condition of the City.
3. The Authorizing Documents were duly enacted by the City and remain in full force
and effect on the date hereof.
4. The City Documents have been duly authorized, executed and delivered by the City
and remain legal, valid, and binding obligations of the City enforceable against the City in
accordance with their respective terms. However, the enforceability of the obligations of the City
under such City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency,
reorganization, moratorium, and other laws affecting the rights of creditors generally,
(b)principles of equity, whether considered at law or in equity, and (c) the application of Texas
law relating to action by future councils and relating to governmental immunity applicable to
governmental entities.
5. The performance by the City of the obligations under the Authorizing Documents
and the City Documents will not violate any provision of any federal or Texas constitutional or
statutory provision.
6. No further consent, approval, authorization, or order of any court or governmental
agency or body or official is required to be obtained by the City as a condition precedent to the
performance by the City of its obligations under the Authorizing Documents and the City
Documents (other than those that have been or will be obtained prior to the delivery of the Bonds,
including the opinion of the Texas Attorney General).
7. The City has duly authorized and delivered the Preliminary Limited Offering
Memorandum and the Limited Offering Memorandum.
8. Based upon our limited participation in the preparation of the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum, the statements and information
contained in the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum with respect to the City under the captions and subcaptions "ASSESSMENT
PROCEDURES — Assessment Methodologies" and "— Assessment Amounts," "THE CITY,"
"THE DISTRICT," "LEGAL MATTERS — Litigation — The City," "CONTINUING
DISCLOSURE—The City," and"APPENDIX A" are fair and accurate summaries of the laws and
the documents and facts summarized therein.
9. The adoption of the Authorizing Documents,the execution and delivery of the City
Documents, and the compliance with the provisions of the Authorizing Documents and the City
Documents under the circumstances contemplated thereby, to the best of our knowledge: (a) do
not and will not in any material respect conflict with or constitute on the part of the City a breach
of or default under any agreement to which the City is a party or by which it is bound, and (b) do
not and will not in any material respect conflict with or constitute on the part of the City a violation,
breach of or default under any existing law, regulation, constitutional provision, court order or
consent decree to which the City is subject.
I express no opinion as to the laws of any jurisdiction other than the laws of Texas and the
laws of the United States of America. The opinions expressed above concern only the effect of the
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laws (excluding the principles of conflict of laws) of Texas and the United States of America as
currently in effect.
This opinion may not be relied upon by any other person except those specifically
addressed in this letter. This opinion letter is as of the date hereof only, and I undertake no, and
hereby disclaim any, obligation to advise you of any change in any matter set forth herein.
Very truly yours,
CITY ATTORNEY
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APPENDIX D-1
[LETTERHEAD OF THE WATSON FIRM]
October 31, 2024
City of Corpus Christi FMSbonds, Inc.
1201 Leopard Street 5 Cowboys Way, Suite 300-25
Corpus Christi, Texas 78401 Frisco, Texas 75034
Norton Rose Fulbright US LLP BOKF, NA, as Trustee
98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000
Austin, Texas 78701 Houston, Texas 77010
Shupe Ventura, PLLC
9406 Biscayne Blvd.
Dallas, Texas 75218
$22,624,000
CITY OF CORPUS CHRISTI, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA#1 PROJECT)
Ladies and Gentlemen:
We have served as Counsel for Ashlar Interests, LLC, a Texas limited liability company
(the "Developer") in connection with the issuance and sale by the City of Corpus Christi, Texas
(the "City"), of$22,624,000 City of Corpus Christi, Texas, Special Assessment Revenue Bonds,
Series 2024) (Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the
"Bonds"), pursuant to that certain Indenture of Trust dated as of October 1, 2024 (the
"Indenture"),by and between the City and BOKF,NA, as trustee (the"Trustee"). Proceeds from
the sale of the Bonds will be used, in part, to fund certain public infrastructure improvements in
the development known as "Whitecap" (the "Development")located in the City.
The Bonds are being sold to FMSbonds, Inc. (the "Underwriter"), pursuant to that certain
Bond Purchase Agreement, dated October 15, 2024 (the "Bond Purchase Agreement"), by and
between the City and the Underwriter. This opinion is being delivered pursuant to Section 10(d)
of the Bond Purchase Agreement.
All capitalized terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Bond Purchase Agreement.
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Assumptions and Bases for Opinions and Assurances
In our capacity as Counsel for the Developer, and for purposes of rendering the opinions
set forth herein, we have examined originals or copies, certified or otherwise identified to our
satisfaction, of:
(a) The following documents being executed, entered into, reviewed, and/or
issued, as the case may be, in connection with the issuance of the Bonds
(collectively, the"Material Documents"):
(1) the Development Agreement Whitecap North Padre Island between the City and
the Developer, effective as of December 12, 2023;
(2) the Developer's Letter of Representations executed by the Developer as of
October 15, 2024;
(3) the PID Reimbursement Agreement Whitecap Public Improvement District
No. 1, executed by the Developer and the City effective February 20, 2024;
(4) the Development and Management Agreement, effective as of December 6,
2021, amended by a First Amendment to Development & Management
Agreement effective as of June 8, 2022, and a Second Amendment to
Development & Management Agreement effective as of December 12, 2023,
each executed and delivered by Diamond Beach Holdings,LLC a Texas limited
liability company (the "Landowner") and the Developer (as amended to date
the"DMA"); and
(5) the Flow of Funds Agreement, effective as of September 19,2024, executed and
delivered by the Developer and the Landowner (the "Flow of Funds
Agreement'); and
(6) the Continuing Disclosure Agreement of Developer, dated as of October 1,
2024, executed and delivered by the Developer, P3Works, LLC, as
Administrator, and BOKF, NA, as Dissemination Agent; and
(7) the Closing Certificate of Developer executed by the Developer as of the date
hereof.
(b) Each of the documents and certificates described in ExhibitA attached
hereto and made a part hereof(the"Developer Basic Documents");
(c) The Preliminary Limited Offering Memorandum, dated October 1, 2024,
relating to the issuance of the Bonds (the "Preliminary Limited Offering
Memorandum");
(d) The final Limited Offering Memorandum, dated October 15, 2024, relating
to the issuance of the Bonds (collectively with the Preliminary Limited Offering
Memorandum, the"Limited Offering Memorandum"); and
(e) Such other documents, records, agreements, and certificates of the
Developer, constituent parties and such other parties as we have deemed necessary
or appropriate to enable us to render the opinions expressed below.
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In rendering the opinions set forth herein, we have assumed: (i) the due authorization,
execution, and delivery of each of the documents referred to in this opinion letter by all parties
thereto (other than the authorization, execution, and delivery by the Developer)and that each such
document constitutes a valid, binding, and enforceable obligation of each party (other than the
Developer)thereto, (ii) all of the parties (other than the Developer)to the documents referred to in
this opinion letter are duly organized, validly existing, in good standing and have the requisite
power, authority (corporate, limited liability company, partnership or other) and legal right to
execute, deliver, and perform its obligations under such documents (except to the extent set forth
in our opinions set forth herein regarding valid existence and power and authority of the Developer
to execute, deliver, and perform its obligations under the Material Documents), (iii) each
certificate from governmental officials reviewed by us is accurate, complete, and authentic, and
all official public records are accurate and complete, (iv)the legal capacity of all natural persons,
(v)the genuineness of all signatures (other than those of the Developer in respect of the Material
Documents), (vi)the authenticity and accuracy of all documents submitted to us as originals,
(vii)the conformity to original documents of all documents submitted to us as photostatic or
certified copies, (viii)that no laws or judicial, administrative, or other action of any Governmental
Authority (as defined in Schedule I attached hereto) of any jurisdiction not expressly opined to
herein would adversely affect the opinions set forth herein, and(ix)that the execution and delivery
by each party (other than the Developer) of, and performance of its agreements in, the Material
Documents do not breach or result in a default under any existing obligation of such party under
any agreements, contracts or instruments to which such party is a party to or otherwise subject to
or any order, writ, injunction or decree of any court applicable to such party.
Opinions and Assurances
Based solely upon the foregoing, and subject to the assumptions and limitations set forth
herein, we are of the opinion that:
1. The Developer is (a) based solely upon the Texas Certificate of Fact, validly
existing under the laws of the State of Texas and qualified to transact business in the State of
Texas, and (b)based solely upon the relevant FTAS Page, in good standing under the laws of the
State of Texas.
2. The Developer has the limited liability company power and authority under the
Texas Business Organizations Code and the Developer Basic Documents to execute, deliver and
perform its obligations under the Material Documents to which it is a party. The execution and
delivery by the Developer of each Material Document to which it is a party, and the performance
by the Developer of its agreements set forth therein, have been duly authorized by all necessary
limited liability company action under the laws of the State of Texas and the Developer Basic
Documents.
3. The execution and delivery by the Developer of the Material Documents and the
performance by the Developer of its obligations under the Material Documents will not(i)violate
any Applicable Law (as defined in Schedule I attached hereto); (ii) conflict with or result in the
breach of any court decree or order of any governmental body or otherwise actually known to the
lawyers who have provided substantive attention to the representation reflected in this opinion
binding upon or affecting the Developer, the conflict with which or breach of which would have a
material, adverse effect on the ability of the Developer to perform its obligations under the Material
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Documents to which it is a party; or (iii) constitute a violation of its limited liability company
agreement or certificate of formation.
4. No Governmental Approval (as defined in Schedule I attached hereto) which has
not been obtained or taken is required to be obtained or taken by the Developer on or before the
date hereof as a condition to (a)the execution and delivery by the Developer of the Material
Documents to which it is a party, or(b)the performance by the Developer of its obligations under
the Material Documents to which it is a party, except for Governmental Approvals that may be
required to comply with certain covenants contained in the Material Documents (including,
without limitation, covenants to comply with applicable laws).
5. The Material Documents to which the Developer is a party have been duly executed
and delivered by the Developer and constitute the legal, valid, and binding obligation of the
Developer, enforceable against the Developer in accordance with its terms, subject to the following
qualifications: (i)the effect of applicable bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting the rights of creditors generally, and (ii)the effect of the exercise of
judicial discretion in accordance with general principles of equity(whether applied by a court of law
or of equity), and (iii)the effect that enforceability of the indemnification provisions therein may be
limited,in whole or in part, (iv)with respect to the DMA,this opinion shall only apply with respect
to Articles 4, 5, and 7 thereof, and (v) this opinion shall not extend to the enforceability of any
arbitration provisions contained in the Material Documents.
6. Other than as may be described in the Limited Offering Memorandum, there are no
actions, suits or proceedings pending or threatened against the Developer actually known to the
lawyers who have provided substantive attention to the representation reflected in this opinion in
any court of law or equity, or before or by any governmental instrumentality with respect to (i)its
organization or existence or qualification to do business in the State of Texas; (ii)its authority to
execute or deliver the Material Documents to which it is a party; (iii)the validity or enforceability
against it of such Material Documents or the transactions described therein; (iv)the titles of the
parties executing the Material Documents; (v)the execution and delivery of the Material
Documents on behalf of the Developer; (vi)the operations or financial condition of the Developer
that would materially adversely affect those operations or the financial condition of the Developer;
or(vii)the acquisition and construction of the property and improvements identified in the Limited
Offering Memorandum the cost of which is to be funded or reimbursed, in whole or in part, by
proceeds of the Bonds.
7. The execution and delivery of the Material Documents do not, and the transactions
described therein may be consummated and the terms and conditions thereof may be observed and
performed in a manner that does not, conflict with or constitute a breach of or default under any
loan agreement, indenture, bond note, resolution, agreement or other instrument to which the
Developer is a party or is otherwise subject which violation, breach or default would materially
adversely affect the Developer or its performance of its obligations under the transactions
described in the Documents; nor will any such execution, delivery, adoption, fulfillment, or
compliance result in the creation or imposition of any lien, charge, or other security interest or
encumbrance of any nature whatsoever upon any of the property or assets of the Developer, except
as expressly described in the Material Documents (a)under Applicable Law or(b)under any such
loan agreement, indenture, bond note, resolution, agreement, or other instrument.
D-1-4
4138-8404-1555.7
8. The information set forth in the Limited Offering Memorandum under the captions
"PLAN OF FINANCE (other than the subcaption "The Bonds and the Reimbursement
Agreement'), "OVERLAPPING TAXES AND DEBT — Homeowners' Association Dues,"
"THE IMPROVEMENT AREA #1 IMPROVEMENTS," "THE DEVELOPMENT," "THE
DEVELOPER AND THE LANDOWNER" (but only as it applies to the Developer),
"BONDHOLDERS'RISKS" (but only as it pertains to the Developer, the Improvement Area#1
Improvements, and the Development), "LEGAL MATTERS—Litigation— The Developer and
the Landowner" (only as it pertains to the Developer), "CONTINUING DISCLOSURE — The
Developer," "CONTINUING DISCLOSURE — The Developer's Compliance with Prior
Undertakings," and "SOURCES OF INFORMATION — Source of* Certain Information,"
insofar as such information constitutes matters of law, summaries solely of legal matters,
provisions of the Developer's certificate of formation or agreement of limited liability company
or legal proceedings fairly summarize those matters of law, legal matters, provisions of the
Developer's certificate of formation, agreement of limited liability company or legal proceedings
in all material respects.
In addition, based upon our participation in the preparation of the Limited Offering
Memorandum, and although we have not independently verified the information in the Limited
Offering Memorandum and are not passing upon and do not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the Limited Offering
Memorandum and any amendment or supplement thereto, no facts have come to our attention that
lead us to believe that the information set forth under the captions referenced in the preceding
paragraph as of the date of the Limited Offering Memorandum and the date hereof, contained or
contains any untrue statement of a material fact, or omitted or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
We express no opinion as to the laws of any jurisdiction other than the laws of Texas and
the laws of the United States of America. The opinions expressed above concern only the effect
of the laws(excluding the principles of conflict of laws) of Texas and the United States of America
as currently in effect. This opinion is rendered solely as the date hereof, and we assume no
obligation to supplement this opinion if any applicable laws change after the date of this opinion,
or if we become aware of any facts that might change the opinions expressed above after the date
of this opinion.
This opinion may not be relied upon by any other person except those specifically
addressed in this letter. The opinions expressed herein are expressed as of the date hereof, and we
expressly disclaim any responsibility to update or supplement any such opinion after the date
hereof or to inform you or any other person or entity of any event or changes coming to our
attention or occurring subsequent to the date hereof.
[Signature page follows.]
D-1-5
4138-8404-1555.7
Very truly yours,
Watson Law Group, PLLC
D-1-6
4138-8404-1555.7
Schedule I
As used herein, "Applicable Law" means the laws, rules and regulations of the State of Texas and
the United States of America that, in our experience, are normally applicable to transactions of the
type contemplated by the Material Documents and the rules and regulations adopted thereunder;
provided that the terms "Applicable Law" does not include any
a. local or municipal laws,
b. environmental laws or regulations,
c. development, zoning, utility, land use or building codes, laws or regulations,
d. water management laws or regulations,
e. labor, employee, occupational safety and health laws, or
f. tax, antifraud or banking or securities laws, rules or regulations.
As used herein, "Governmental Approval" means any consent, approval, license, authorization or
validation of, or filing, recording or registration with, any Governmental Authority of the State of
Texas or any governmental authority or instrumentality of the United States of America pursuant
to any Applicable Law.
As used herein, "Governmental Authority" means the government of the State of Texas and any
agency, authority, statewide subdivision instrumentality, regulatory body, court or other entity
exercising executive, legislative,judicial, taxing, regulatory or administrative powers or functions
of or pertaining to such government.
D-1-7
4138-8404-1555.7
EXHIBIT A
Developer Basic Documents
1. Certificate of Formation of Ashlar Interests, LLC, filed by the Secretary of State of the
State of Texas on August 19, 2021;
2. Certificate of Fact with respect to the existence of Ashlar Interests,LLC, dated
2024, from the Secretary of State of the State of Texas;
3. Statement of Franchise Tax Account Status obtained through the website of the Texas
Comptroller of Public Accounts, accessed , 2024, at p.m., which
statement indicates that, as of the date and time thereof, the right of Ashlar Interests, LLC,
to transact business in Texas is "active" (the"FTAS Page");
4. Limited Liability Company Agreement of Ashlar Interests, LLC, dated August 19, 2021;
and
5. Written Consent of the Members of Ashlar Interests,LLC, dated effective as of
2024.
D-1-8
4138-8404-1555.7
APPENDIX D-2
[LETTERHEAD OF SHUPE VENTURA, PLLC]
October 31, 2024
City of Corpus Christi FMSbonds, Inc.
1201 Leopard Street 5 Cowboys Way, Suite 300-25
Corpus Christi, Texas 78401 Frisco, Texas 75034
Norton Rose Fulbright US LLP BOKF, NA, as Trustee
98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000
Austin, Texas 78701 Houston, Texas 77010
The Watson Group, PLLC
4925 Greenville Avenue, Suite 604
Dallas, Texas 75206
$22,624,000
CITY OF CORPUS CHRISTI, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA#1 PROJECT)
Ladies and Gentlemen:
We have acted as special counsel to Ashlar Interests, LLC, a Texas limited liability
company(the"Developer"),in connection with the issuance and sale by the City of Corpus Christi,
Texas (the "City"), of $22,624,000 City of Corpus Christi, Texas, Special Assessment Revenue
Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area#1 Project)
(the "Bonds"), pursuant to that certain Indenture of Trust dated as of October 1, 2024 (the
"Indenture"),by and between the City and BOKF,NA, as trustee(the"Trustee"). Proceeds from
the sale of the Bonds will be used, in part, to fund certain public infrastructure improvements in
the development known as "Whitecap Improvement Area#1" (the"Development")located in the
City.
The Bonds are being sold to FMSbonds, Inc. (the "Underwriter"), pursuant to that certain
Bond Purchase Agreement dated October 15, 2024 (the "Bond Purchase Agreement"), between
the City and the Underwriter. This opinion is being delivered pursuant to Section 10(d) of the
Bond Purchase Agreement.
All capitalized terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Bond Purchase Agreement.
Appendix D-2-1
In our capacity as special counsel to the Developer, and for purposes of rendering the
opinions set forth herein, we have examined originals or copies, certified or otherwise identified
to our satisfaction, of:
(a) The following documents to which the Developer is a party (collectively, the
"Reviewed Documents"):
(1) the Development Agreement Whitecap North Padre Island, effective as of
December 12, 2023, between the City and Ashlar Interests, LLC, a Texas
limited liability company; and
(2) the PID Reimbursement Agreement Whitecap Public Improvement District No.
1 effective February 20, 2024, executed and delivered by the City and the
Developer; and
(3) the Development and Management Agreement, effective as of December 6,
2021, amended by a First Amendment to Development & Management
Agreement effective as of June 8, 2022, and a Second Amendment to
Development & Management Agreement effective as of December 12, 2023,
each executed and delivered by Diamond Beach Holdings,LLC a Texas limited
liability company (the"Landowner") and the Developer; and
(4) the Flow of Funds Agreement, effective as of September 19,2024, executed and
delivered by the Developer and the Landowner; and
(5) the Developer's Letter ofRepresentations executed by the Developer as of October
15, 2024; and
(6) the Continuing Disclosure Agreement of Developer with respect to the Bonds,
dated as of October 1, 2024, executed and delivered by the Developer,
MWorks, LLC, as PID Administrator, and BOKF, NA, as Dissemination
Agent.
(b) The Preliminary Limited Offering Memorandum, dated October 1, 2024, relating to the
issuance of the Bonds; and
(c) The final Limited Offering Memorandum dated October 15, 2024, relating to the
issuance of the Bonds; and
(d) Such other documents, records, agreements, and certificates of the Developer as we
have deemed necessary or appropriate to render the opinions expressed below.
In rendering the opinions expressed below, we have, with your concurrence and without
any inquiry or other investigation, made and relied upon the following assumptions: (a)the due
authorization, execution and delivery of each of the Reviewed Documents by all parties thereto
other than the Developer; (b)the genuineness of all signatures to the Reviewed Documents; (c)the
correctness and truthfulness of all the statements of fact contained in the Reviewed Documents;
(d) the authenticity of the Reviewed Documents; (e) the conformity to original documents of the
Reviewed Documents submitted to us as copies; and (f) the additional assumptions set forth on
Exhibit A attached to this letter and the exclusions set forth on Exhibit B attached to this letter.
Appendix D-2-2
Our opinions are limited to matters expressly stated herein and no opinion is to be inferred or may
be implied beyond the matters expressly stated.
In rendering the opinions set forth below, we have also relied upon: (a)the representations
and warranties contained in the Reviewed Documents; (b)the resolutions and other documents of
the parties to the Reviewed Documents authorizing or approving the Reviewed Documents; (c)the
Closing Certificate of the Developer delivered pursuant to the Bond Purchase Agreement; (d)the
legal opinion delivered pursuant to the Bond Purchase Agreement by the Watson Law Group,
PLLC, corporate counsel to the Developer; and(e)the legal opinion delivered pursuant to the Bond
Purchase Agreement by [Miles Risley, City Attorney] (collectively,the"Reliance Materials"). We
have not made any independent or other investigation, review, analysis, or inquiry as to any of the
facts, matters, circumstances or legal opinions or conclusions contained in the Reviewed
Documents or Reliance Materials or the accuracy or completeness thereof. Additionally, we have
assumed that none of the Reviewed Documents or Reliance Materials contains any untrue
statement of a material fact or omits to state a material fact necessary to make the statements made,
in light of the circumstances in which they are made, not misleading. We have not made any
examination of any accounting or financial matters, and we express no opinion with respect
thereto.
The opinions expressed herein are subject to the correctness in understanding that no
beneficiary to this opinion letter may rely on this opinion letter to the extent that such beneficiary
or its counsel has actual knowledge of any applicable laws, facts, or circumstances which would
make any opinion expressed herein incorrect, subject to question, or require further investigation
of any laws, facts or circumstances.
Whenever our opinion or advice with respect to the existence or absence of facts is
indicated to be based on our knowledge, we are referring to the actual knowledge of the Shupe
Ventura, PLLC attorneys who have given substantive attention to matters concerning the
Developer during the course of our representation of the Developer in connection with the
Reviewed Documents, which knowledge has been obtained by such attorneys in their capacity as
such. In particular, our response does not include matters known to any attorney of our firm in a
capacity other than as special counsel to the Developer. Further, the words"our knowledge," "our
actual knowledge" and similar expressions used in this opinion letter are intended to be limited to
the actual knowledge of Misty Ventura, Corey Admire, and Roxanne Sheehan of our firm who
have been directly involved in representing the Developer. We have not undertaken any
independent investigation to determine the existence or absence of such facts, and no inference as
to our knowledge concerning such facts should be drawn from the fact that such limited
representation has been undertaken by us.
Based upon the foregoing, but subject to the assumptions, qualifications, and limitations
set forth both above and below, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that:
1. The Reviewed Documents constitute legal, valid, and binding obligations of and
are enforceable against the Developer in accordance with their respective terms.
Appendix D-2-3
2. The execution, delivery, and performance by the Developer of its obligations under
the Reviewed Documents do not violate any existing laws of the State of Texas applicable
to the Developer or any ordinances of the City applicable to the Developer.
3. No consents or approvals are required from the City, the State of Texas, or any
other political subdivision or agency of the State of Texas in connection with the execution,
delivery, and performance by the Developer of its obligations under the Reviewed Documents
except those consents and approvals: (i) already obtained; (ii)required or described in the express
terms of the Reviewed Documents; and (iii) that are necessary for the Developer to perform its
obligations under the Reviewed Documents and are ordinarily and customarily required to develop
land within the City and to operate the businesses of the Developer that are described in the
Reviewed Documents.
The foregoing opinions are,with your concurrence,predicated on,limited by and qualified
in their entirety by the following:
(a) The foregoing opinions are based on and limited to the laws of the State of Texas,
and we render no opinion with respect to the federal laws of the United States or to the
laws of any other jurisdiction.
(b) We express no opinion with respect to the enforceability of provisions of the
Reviewed Documents that relate to (i) mediation or arbitration; (ii)limitations or
restrictions on, or waiver of, legal or equitable remedies; (iii)indemnity or release;
(iv) limitations or restrictions on assignment or transfer of rights, interests or property;
(v)the rights or obligations of third parties; (vi) evidentiary standards; (vii)waiver of rights
to notice or the obligations of good faith, fair, dealing, diligence or reasonableness;
(viii) self-help, subrogation, delay or omission to enforce rights or remedies, contribution
or severability; (ix)the availability of specific performance, injunctive relief or any other
equitable remedy (regardless of whether such question is considered in a proceeding in
equity or at law); (x)fixed, stipulated or liquidated damages; (xi)the making of
determinations in the sole and absolute (or similarly described) discretion of a party to the
Reviewed Documents; (xii) authorizing any party to exercise any rights other than in
accordance with applicable law; (xiii)liability of any party for payment of any amount
payable under the Reviewed Documents to the extent such amounts (A) accrue, or are
attributable to any period of time, after the termination of any of the Reviewed Documents,
(B) allow any other party to recover more than the "benefit of its bargain" or (C) exceed
the amount of any party's actual damages; (xiv)rendering inapplicable any otherwise
applicable law(other than those laws which by their terms may be rendered inapplicable);
(xv)requiring all amendments, waivers and terminations be in writing or requiring
disregard of any course of dealing between the parties; (xvi) establishing any obligation of
the parties as absolute or unconditional regardless of the occurrence or non-occurrence or
existence or non-existence of any event or other state of facts; (xvii) obligations of the
parties by reference to and/or incorporation of any provision of any agreement other than
the Reviewed Documents, or that consist of or employ provisions (whether operative or
definitional) contained in any such other agreement; (xviii) obligating any party to take
action it has no legal right to take, or to take or not take an action if taking or failing to take
the same would constitute, or aid or abet, a violation of applicable law; (xix) certain
Appendix D-2-4
agreements of non-signatories, or obligations of signatories with respect to non-signatories
or other persons or entities, whether or not signatories, not under the control of such
signatories; (xx) selection of venue; (xxi) modifying the time at which any applicable
statute of limitation begins to run or at which any cause of action begins to accrue; (xxii) an
exemption from any sales or other taxes; (xiii) disclaiming or limiting warranties implied
by or required pursuant to law; (xxiv)waiving the defense that an adequate remedy at law
exists; and (xxv)waiving any suretyship defenses.
(c) The validity, binding effect, and enforceability of the Reviewed Documents may
be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership,
moratorium, liquidation, redemption, conservatorship, rearrangement, fraudulent
conveyance, or other similar statutes, regulations or laws affecting creditor's rights and
remedies generally; (ii) general principles of equity; (iii)judicial discretion; (iv) the
exercise by political subdivisions or governmental authorities or corporations acting on
their behalf of sovereign or governmental immunity, legislative or governmental powers,
police powers, taxing powers, or rights of appropriation; and(v) applicable court decisions
relating to a duty or obligation to mitigate damages.
(d) We express no opinion regarding the effect of the laws of usury or similar laws
regarding interest rate limitations on the provisions of the Reviewed Documents.
(e) We express no opinion with respect to the matters described on Exhibit B attached
to this letter.
(f) The opinions set forth herein are also subject to the qualification that enforceability
of the Reviewed Documents may be limited by (i) the provisions of Section 130.002 of the
Texas Civil Practice and Remedies Code regarding limitations on indemnifications;
(ii) Section 28 of the Texas Property Code regarding prompt payment to contractors and
subcontractors; (iii) Section 16.071 of the Texas Civil Practice and Remedies Code
regarding the time period for a claimant to give notice of a claim for damages as a condition
precedent to the right to sue on a contract; (iv) Section 16.070 of the Texas Civil Practice
and Remedies Code regarding permitted contractual limitations on when a claimant may
bring suit on a contract; (v) Section 38.02 of the Texas Civil Practice and Remedies Code
providing for the notice time period in order for a claimant to recover attorneys' fees;
(vi) the "express negligence" and "clear and conspicuous" rules adopted by the Texas
Supreme Court, as applied to any indemnity or release provisions in the Reviewed
Documents; (vii) Section 35.52 of the Texas Business and Commerce Code;
(viii) Section 162.001 et seq. of the Texas Property Code; (ix) Section 302.002 of the
Texas Finance Code; (x) Section 28.009 of the Texas Property Code; and (xi) claims of
sovereign or governmental immunity by political subdivisions or governmental authorities
or corporations acting on their behalf.
(g) The opinions expressed herein are based on our consideration of laws of the State
of Texas which, in our experience, are normally applicable to transactions of the type
described in the Reviewed Documents.
Appendix D-2-5
This opinion letter has been rendered solely for the benefit of the addressees named above
in connection with the Bond Purchase Agreement and the transactions described therein, and may
not be used, circulated, quoted, relied upon or otherwise referred to for any other purpose or by
any other person without our prior written consent. A copy of this opinion letter may be delivered
by the Underwriter in connection with the issuance of the Bonds, and the Underwriter may rely on
the opinions expressed above. This opinion letter does not constitute a warranty or guarantee or
an opinion as to matters of fact and should not be construed or relied upon as such. This opinion
letter is as of the date hereof only, and we undertake no, and hereby disclaim any, obligation to
advise you of any change in any matter set forth herein.
Very truly yours,
Appendix D-2-6
EXHIBIT A TO OPINION LETTER
ADDITIONAL ASSUMPTIONS
In addition to the assumptions contained in the letter to which this Exhibit A is attached, we have,
with your concurrence and without any inquiry or other investigation, made and relied upon the
following additional assumptions:
1. The legal capacity of all natural persons executing the Reviewed Documents;
2. No undue influence,duress,fraud, or deceit exists with respect to the transactions described
in the Reviewed Documents, and there has not been any mutual mistake of fact or
misunderstanding with respect to the same;
3. The conduct of the parties to the Reviewed Documents has complied, and will comply,
with any requirement of good faith, fair dealing, and conscionability;
4. There are no agreements or understandings, written or oral, among the parties to the
Reviewed Documents, and there is no usage or trade or course of prior dealing among the parties
to the Reviewed Documents that would, in either case, define, supplement, or qualify the terms of
the Reviewed Documents;
5. All statutes and ordinances enacted by an official legislative body were validly enacted and
are constitutional, and all rules and regulations promulgated or issued by an official administrative
body and not adjudicated invalid or unenforceable are valid and enforceable;
6. All parties to the Reviewed Documents have complied with all legal requirements that are
applicable to them to the extent necessary to authorize such parties to enter into the Reviewed
Documents and, except as to the Developer, the Reviewed Documents are enforceable against the
other parties thereto;
7. There has been no modification of any provision of the Reviewed Documents, and no
waiver or release of any right or remedy thereunder;
8. All parties to the Reviewed Documents will act in accordance with, and will refrain from
taking any action that is forbidden by, the terms and conditions of the Reviewed Documents;
9. All parties to the Reviewed Documents will obtain all permits and governmental approvals
required in the future, and take all actions similarly required,relevant to subsequent consummation
of the transactions evidenced by the Reviewed Documents or performance of the Reviewed
Documents; and
10. There are no material misstatements in the legal opinions delivered pursuant to the Bond
Purchase Agreement by: (i)Norton Rose Fulbright US LLP, Bond Counsel to the City; (ii) Miles
Risley, City Attorney, counsel to the City; (iii) Orrick,Herrington& Sutcliffe,LLP, counsel to the
Underwriter; or(iv) Watson Law Group, PLLC, corporate counsel to the Developer.
Appendix D-2-7
EXHIBIT B TO OPINION LETTER
ADDITIONAL EXCLUSIONS
None of the opinions expressed in the letter to which this Exhibit B is attached include any implied
opinion unless such implied opinion is both (a) essential to the legal conclusion reached by the
express opinions set forth in this letter and (b) based upon prevailing norms and expectations
among experienced lawyers in the State of Texas, reasonable in the circumstances. Moreover,
unless explicitly addressed in the letter to which this Exhibit B is attached, our opinions do not
address any of the following legal issues or the effects thereof on the transactions evidenced by
the Bond Purchase Agreement or any other documents prepared, delivered, or executed in
connection with the Bonds (the"Bond Documents"), and we specifically express no opinion with
respect to the Bond Documents related to:
1. Federal and State securities laws and regulations administered by the Securities and
Exchange Commission and state "Blue Sky"laws and regulations.
2. The compliance or noncompliance by the Underwriter, the Trustee, the City, any party to
the Bond Documents, or the purchasers of the Bonds with any federal and state laws or regulations
applicable to the transactions evidenced by the Bond Documents;
3. Compliance with fiduciary duty requirements;
4. Decisions, orders, rules, policies, and regulations of any political subdivision, department,
agency, organization, or entity of any kind created under or pursuant to federal law and judicial
decisions to the extent they deal with any of the foregoing.
5. Title to any asset or property described or referred to in the Bond Documents or the
accuracy or sufficiency of its description;
6. The creation, attachment, perfection, priority or enforcement of any lien, security interest
or right of offset purported to be granted under the Bond Documents or created by operation of
law;
7. The recordation or filing of any Bond Documents or related documents;
8. Federal and state environmental laws and regulations;
9. Federal and state land use and subdivision laws and regulations;
10. Federal and state tax laws and regulations;
11. Federal patent, copyright and trademark, state trademark, and other federal and state
intellectual property laws and regulations;
12. Federal and state racketeering laws and regulations (e.g., RICO);
13. Federal and state health and safety laws and regulations (e.g., OSHA);
14. Federal and state labor laws and regulations;
Appendix D-2-8
15. Federal and state laws, regulations and policies concerning (i) national and local
emergency, (ii) possible judicial deference to acts of sovereign states, and (iii) criminal and civil
forfeiture laws;
16. Other federal and state statutes of general application to the extent they provide for criminal
prosecution (e.g., mail fraud and wire fraud statutes); and
17. The Bond Purchase Agreement, Indenture, Preliminary Limited Offering Memorandum,
final Limited Offering Memorandum, and any other Bond Documents.
Appendix D-2-9
APPENDIX D-3
Dykema Gossett PLLC
Dy���� Weston Centre
112 E.Pecan Street, Suite 1800
San Antonio, Texas 78205
W W W.DYKEMA.COM
Tel: 210.554.5500
Fax: 210.226.8395
October 31, 2024
City of Corpus Christi FMSbonds, Inc.
Point 1201 Leopard Street 5 Cowboys Way, Suite 300-25
Corpus Christi, Texas 78401 Frisco, Texas 75034
Norton Rose Fulbright US LLP BOKF, NA, as Trustee
98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000
Austin, Texas 78701 Houston, Texas 77010
To the Addressees Set Forth Above:
We have acted as special counsel to Diamond Beach Holdings, a Texas limited liability
company (the "Landowner"), in connection with the issuance and sale by the City of Corpus
Christi, Texas (the "City"), of $22,624,000 City of Corpus Christi, Texas, Special Assessment
Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area#1
Project) (the"Bonds")pursuant to that certain Indenture of Trust, dated as of October 1, 2024 (the
"Indenture"), by and between the City and BOKF, NA, as trustee (the "Trustee"). Proceeds from
the sale of the Bonds will be used, in part, to fund certain public infrastructure improvements in
the development known as "Whitecap" (the"Development')located in the City.
The Bonds are being sold to FMSbonds, Inc. (the "Underwriter"), pursuant to that certain
Bond Purchase Agreement, dated as of October 15, 2024 (the "Bond Purchase Agreement'), by
and between the City and the Underwriter. This opinion letter is given pursuant to Section 10(d)
of the Bond Purchase Agreement. Capitalized terms used but not otherwise defined herein have
the meanings given to such terms in the Bond Purchase Agreement.
In rendering the opinions set forth below, we have reviewed originals or copies identified
to our satisfaction of each of the following documents and instruments:
(a) the Landowner Letter of Representations, executed by the Landowner as of October
15, 2024;
(b) the Development and Management Agreement, dated as of December 6, 2021, by
and between Ashlar Interests, LLC, a Texas limited liability company (the "Developer"), and the
Landowner, as amended by that certain First Amendment to Development & Management
D-3-1
4138-8404-1555.7
Agreement, dated effective June 8, 2022, and as further amended by that certain Second
Amendment to Development& Management Agreement, dated effective December 12, 2023;
(c) the Flow of Funds Agreement, dated as of September 19, 2024, by and between the
Developer and the Landowner;
(d) the Landowner Consent Certificate, dated as of October 15, 2024, issued by the
Landowner;
(e) the Closing Certificate of Landowner, executed and delivered by the Landowner as
of the date hereof,
(f) the Preliminary Limited Offering Memorandum, dated September 27, 2024 (the
"Preliminary Limited Offering Memorandum");
(g) the Final Limited Offering Memorandum, dated October 15, 2024 (the "Limited
Offering Memorandum");
(h) the Certificate of Formation and the Limited Liability Company Agreement of the
Landowner, in each case as amended to date (the "Organizational Documents")
(i) the records provided to us by the Landowner of actions by the member of the
Landowner;
0) Certificate from the Secretary of State of Texas certifying as to the existence of the
Landowner in the State of Texas; and
(k) such other documents,instruments, and certificates of company and public officials
as we have deemed necessary or appropriate for purposes of this opinion letter.
The documents listed in clauses (a) through (e) above are referred to herein as the
"Transaction Documents." The documents listed in clauses(b)and(c)above are referred to herein
as the"Opinion Documents".
We have made such investigations of fact and law, examined such documents, obtained
such certificates from public officials and officers of the Landowner, and done such other things
as we have determined necessary to render this opinion. We have relied on, as to factual matters,
the representations of the Landowner and others, and on originals or copies certified or otherwise
identified to our satisfaction of all such corporate records of the Landowner and such other
instruments and other documents as we have deemed appropriate to render this opinion. We have
assumed the genuineness of all signatures other than the signatures of officers of the Landowner,
and the authenticity of all items submitted to us as originals and the conformity with the originals
of all items submitted to us as copies. We have relied on, to the extent that we deem such reliance
proper, certificates of public officials and of officials of the Landowner with respect to matters of
fact that were not independently established.
Based upon the foregoing and subject to the limitations, assumptions, qualifications and
D-3-2
4138-8404-1555.7
exceptions set forth herein, we are of the opinion that:
1. The Landowner is a limited liability company,validly existing and in good standing
under the laws of the State of Texas.
2. The Landowner has the requisite limited liability company power and authority to
execute and deliver each of the Transaction Documents and to perform its obligations thereunder,
and all limited liability company action required to be taken by the Landowner to authorize the
execution and delivery of each of the Transaction Documents and the performance of its
obligations thereunder has been duly and validly taken.
3. The Landowner has duly executed and delivered each of the Transaction
Documents.
4. The execution and delivery by the Landowner of the Transaction Documents, and
the performance by the Landowner of its obligations thereunder, (a) do not require any approval
from or filing with any Governmental Authority (as defined below) other than (i) such as have
been obtained or made and are in full force and effect, and (ii) such as are required in the ordinary
course of business of the Landowner or the ownership or operation of its respective properties; (b)
do not breach or result in a default under any of the existing terms, conditions or provisions of the
Organizational Documents; and (c) do not violate any existing Texas or federal statute or
regulation.
5. Each of the Opinion Documents constitutes the valid and binding obligation of the
Landowner, enforceable against the Landowner in accordance with its terms.
6. To our knowledge, there are no legal, governmental or regulatory investigations,
actions, suits or proceedings pending, or threatened in writing, to which the Landowner is or may
be a party, (a) that seek to enjoin or obtain damages by reason of the Landowner's execution or
delivery of any of the Transaction Documents or the performance by the Landowner of its
obligations thereunder; or (b) except as described in the Limited Offering Memorandum, as to
which there is a reasonable possibility of an adverse determination and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to have a material
adverse effect.
7. Without assuming any responsibility for the accuracy, completeness or fairness of
the statements contained in the Preliminary Limited Offering Memorandum or the Limited
Offering Memorandum, but on the basis of our assistance in the preparation of those portions of
the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum described
below and our representation of the Landowner, nothing has come to our attention that would lead
us to believe that (a) as of the date thereof, the Preliminary Limited Offering Memorandum
contained an untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, other than information permitted to be omitted from the
Preliminary Limited Offering Memorandum pursuant to Rule 15c2-12 under the Securities
Exchange Act of 1934, as amended; or (b) on the date of the Limited Offering Memorandum or
the date hereof, the Limited Offering Memorandum contained or contains an untrue statement of
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a material fact or omitted or omits to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not
misleading; provided, however, the opinions set forth above are limited solely to the information
set forth in the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum under the captions "PLAN OF FINANCE" (other than the subcaption "The
Bonds and the Reimbursement Agreement'), "OVERLAPPING TAXES AND DEBT —
Homeowners' Association Dues," "THE IMPROVEMENT AREA #1 IMPROVEMENTS,"
"THE DEVELOPMENT," "THE DEVELOPER AND THE LANDOWNER," "LEGAL
MATTERS — Litigation — The Developer and the Landowner", and "SOURCES OF
INFORMATION—Source of Certain Information", and,in each case, solely as such information
pertains to the Landowner, and expressly excludes, without limitation, information to the extent
such information pertains to the City, the Bonds, the Indenture, the Trustee and/or the Developer.
The opinions expressed above are subject to the following qualifications and limitations:
a. The Landowner's Organizational Documents and other constituent documents have
been adopted in accordance with all applicable legal requirements.
b. All information required to be disclosed in connection with any consent or approval
by the members of the Landowner, and all information required to be disclosed in connection with
any issue relevant to our opinions, has in fact been fully and fairly disclosed to all persons to whom
it is required to be disclosed.
C. We express no opinion as to whether any of the Transaction Documents or
transactions contemplated therein are subject to the registration, qualification, or other
requirements of the Securities Act of 1933, as amended, or the Trust Indenture Act of 1939, as
amended, or any other federal or state securities or similar laws.
d. Enforceability of the Transaction Documents may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, or other
similar laws now or hereinafter in effect relating to or affecting the rights or remedies of creditors
generally; (ii) general principles of equity including, without limitation, concepts of
conscionability, materiality, reasonableness, good faith and fair dealing, and the possible
unavailability of specific performance, injunctive relief or other equitable remedies, regardless of
whether considered in a proceeding in equity or at law; and (iii) the applicability of other laws
concerning the enforceability of certain of the remedial and waiver provisions of the Transaction
Documents.
e. For the purposes of the opinions set forth in Paragraph 1 hereof regarding the good
standing of the Landowner in the State of Texas, we have relied exclusively on (i)the Certificates
of Fact issued by the Secretary of State of the State of Texas and (ii)the information displayed as
of October [e], 2024 with respect to the Landowner on the Franchise Tax Account Status Page of
the website of the Office of the Texas Comptroller, including the indication thereon that the
Landowner's right to transact business in Texas is"Active," and such opinions are not intended to
provide any conclusion or assurance beyond that conveyed by such certificates and information.
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f. We express no opinions herein as to the validity or enforceability of (i) any
provisions of the Transaction Documents that purport to establish evidentiary standards; (ii) any
provisions relating to choice of law, liquidated damages, waivers, surrenders, subrogation rights,
delays or omissions of enforcement of rights or remedies, ratification of future acts, severability,
consent judgments, summary proceedings; (iii) any provisions purporting to irrevocably appoint
attorneys in fact or other agents; (iv) any provisions that purport to restrict access to, or assertion
of, any legal or equitable defenses or remedies; or (v) any provisions purporting to entitle a party
to indemnification in respect of any matters arising in whole or in part by reason of any illegal,
wrongful, or negligent act or omission of such party.
g. This opinion is limited to the laws of the State of Texas and the federal laws of the
United States, and we express no opinion as to the laws of any other jurisdiction (including local
units of government in Texas). Our opinions are expressed only with respect to laws and
regulations (including laws and regulations requiring any consent, approval, waiver, license or
authorization or other action by or filing with any governmental authority) known to us that, in our
experience, are applicable both to transactions of the type contemplated by the Transaction
Documents but without our having made any special investigation concerning any other laws or
regulations, and we express no opinion as to the effect of any other laws or regulations. In addition,
and without limiting the generality of the foregoing, we express no opinion as to any of the
following laws,regulations or other governmental requirements or legal issues: (i)state and federal
"blue sky" and securities laws and regulations, including, without limitation,laws and regulations
relating to broker-dealer registration and laws and regulations relating to commodity (and other)
futures and indices and other similar instruments; (ii) the rules and regulations of the Financial
Industry Regulatory Authority, the New York Stock Exchange, or the Federal Reserve Board; (iii)
fraudulent transfer and fraudulent conveyance laws and regulations; (iv)tax laws and regulations;
(v)laws and regulations of general application to the extent they provide for criminal prosecution
(e.g., mail fraud and wire fraud statutes); (vi) the statutes and ordinances, the administrative
decisions, and the rules and regulations of counties, towns, municipalities, and special political
subdivisions and other local or regional governmental authorities (whether created or enabled
through legislative action at the federal, state, or regional level); (vii) environmental, zoning, land
use, condominium, cooperative, subdivision, and other development laws and regulations,
building codes and laws and regulations concerning access by persons with disabilities; (viii)laws
and regulations to which the Landowner or the transactions contemplated by the Transaction
Documents may be subject as a result of the Underwriter, the City or the Trustee's legal or
regulatory status; (ix) compliance with fiduciary duty requirements; (x) usury laws and
regulations; (xi)patent, copyright, trademark, and other intellectual property laws and regulations;
(xii) antitrust and unfair competition laws and regulations; (xiii) pension and employee benefit
laws and regulations; (xiv)labor laws and regulations; (xv)health and safety laws and regulations;
(xvi) racketeering laws and regulations; (xvii) laws and regulations concerning filing and notice
requirements (except to the extent expressly set forth in paragraph 4); (xviii) laws and regulations
relating to money laundering or terrorism; (xix)laws, regulations and policies concerning national
and local emergency; or (xx) any judicial or administrative decisions to the extent they deal with
any of the foregoing.
h. We have assumed that all parties to Transaction Documents (i) are duly organized,
validly existing, and in good standing under the laws of their respective jurisdictions of
organization; (ii) are duly qualified to transact business, and are in good standing, as foreign
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entities in all other jurisdictions where they are conducting their businesses or are otherwise
required to be so qualified or in good standing; (iii) have full power and authority to execute,
deliver, and perform their obligations under such documents; and (iv) have duly authorized,
executed, and delivered such documents; provided, however,that we have not relied on any of the
assumptions stated in clauses (i), (ii), (iii) or (iv) of this paragraph with respect to the Landowner
to the extent that we have expressly rendered an opinion herein as to the matters stated in such
clauses.
i. The execution, delivery and performance by all parties to the Transaction
Documents do not(i)violate or contravene the certificate of incorporation or formation, bylaws or
limited liability company agreement or other constituent documents of such parties; (ii) violate
any laws applicable to such parties; (iii) conflict with or result in the breach of any document or
instrument binding on such parties or any of their properties; or (iv) require any authorization,
approval, consent or other action by, or notice to or filing with, any government, any state, or other
political subdivision thereof, any agency, authority, court, or other entity exercising executive,
legislative,judicial or administrative powers or functions of or pertaining to government(each of
the foregoing being referred to herein as a "Governmental Authority"), or any other third party,
or,if any such authorization, approval, consent, action, notice or filing is required,it has been duly
obtained or made and is in full force and effect; provided, however, that we have not relied upon
the assumptions stated in clauses (i), (ii), (iii) or (iv) of this paragraph with respect to the
Landowner to the extent that we have expressly rendered an opinion herein as to the matters stated
in such clauses.
j. Where statements in this opinion are qualified by the term "material," or"material
adverse effect," those statements involve judgments and opinions as to materiality or lack of
materiality of any matter to the Landowner or its businesses, prospects, assets or financial
condition that are entirely those of the Landowner, and its officers and trustees, after having been
advised by us as to the legal effect and consequences of such matters.
This opinion is limited to the matters stated herein as of the date hereof, and no opinion is
to be inferred or may be implied beyond the matters expressly stated herein or as of any other date.
References to "our knowledge" or "to the best of our knowledge" are limited to the actual
knowledge of the attorneys of our firm who have participated in rendering legal services to the
Landowner in connection with its entering into the Transaction Documents and the transactions
contemplated thereby.
This opinion is solely for the benefit of the parties to whom it is addressed in connection
with the transactions contemplated in the Bond Purchase Agreement, and may not be used, relied
upon or published by any other person or entity or for any other purpose whatsoever. This opinion
is not to be furnished to, quoted by or referred to by any other person or entity without the prior
written consent of our firm. Finally, we disclaim any independent undertaking to advise the
addressees of any changes or additional information that may be brought to our attention after the
date of this opinion that might in any manner affect the opinions stated herein.
Respectfully submitted,
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Dykema Gossett PLLC
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4138-8404-1555.7
APPENDIX E-1
DEVELOPER CLOSING CERTIFICATE
Ashlar Interests, LLC, a Texas limited liability company (the "Developer"), DOES
HEREBY CERTIFY the following as of the date hereof All capitalized terms not otherwise
defined herein shall have the meaning given to such term in the Limited Offering Memorandum.
1. The Developer is a limited liability company organized, validly existing, and in
good standing under the laws of the State of Texas.
2. Representatives of the Developer have provided information to the City of Corpus
Christi, Texas (the"City")and FMSbonds, Inc. (the"Underwriter")to be used in connection with
the offering by the City of its $22,624,000 aggregate principal amount of Special Assessment
Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area#1
Project)(the`Bonds"),pursuant to the Preliminary Limited Offering Memorandum, dated October
1, 2024 (the"Preliminary Limited Offering Memorandum"), and Limited Offering Memorandum
dated October 15, 2024 (the "Limited Offering Memorandum").
3. Attached hereto are true, correct, and complete copies of (i) the fully executed
copies of the Developer's organizational documents, (ii) a Certificate of Status from the Texas
Secretary of State for the Developer, dated within 10 days of the Closing Date, and(iii)verification
of franchise tax account status from the Texas Comptroller of Public Accounts for the Developer,
dated within 10 days of the Closing Date, and such documents have not been amended or
supplemented and are in full force and effect as of the date hereof.
4. The Developer has delivered to the Underwriter and the City a (i) Certificate of
Status from the Texas Secretary of State, and (ii) verification of franchise tax account status from
the Texas Comptroller of Public Accounts for the Developer.
5. The Developer has executed and delivered each of the below listed documents
(individually, a "Developer Document" and collectively, the "Developer Documents") in the
capacity provided for in each such Developer Document, and each such Developer Document
constitutes a valid and binding obligation of the Developer, enforceable against the Developer in
accordance with its terms:
(a) the Developer's Letter of Representations dated October 15, 2024; and
(b) the Development Agreement Whitecap North Padre Island, effective as of
December 12, 2023, executed and delivered by the City and the Developer; and
(c) the PID Reimbursement Agreement Whitecap Public Improvement District
No. 1, effective February 20, 2024, executed and delivered by the City and the Developer;
and
(d) the Development and Management Agreement, effective as of December 6,
2021, executed and delivered by the Developer and Diamond Beach Holdings, LLC a
Appendix E-1-1
Texas limited liability company (the "Landowner"), as amended by that certain First
Amendment to Development&Management Agreement, dated effective June 8, 2022, and
as further amended by that certain Second Amendment to Development & Management
Agreement, dated effective December 12, 2023; and
(e) the Flow of Funds Agreement, effective as of September 19, 2024, executed
and delivered by the Developer and the Landowner; and
(f) the Continuing Disclosure Agreement of Developer with respect to the
Bonds, dated as of October 1, 2024, executed and delivered by the Developer, P3Works,
LLC, as Administrator, and BOKF, NA, as Dissemination Agent.
6. The representations and warranties of the Developer contained in the Developer
Documents are true and correct in all material respects on and as of the date hereof.
7. The Developer has complied in all material respects with all of the Developer's
agreements and covenants and satisfied all conditions required to be complied with or satisfied by
the Developer under the Developer Documents on or prior to the date hereof.
8. The execution and delivery of the Developer Documents by the Developer does not
violate any judgment, order, writ, injunction or decree binding on the Developer or any indenture,
agreement, or other instrument to which the Developer is a party. There are no proceedings
pending or threatened in writing before any court or administrative agency against the Developer
that is either not covered by insurance or which singularly or collectively would have a material,
adverse effect on the ability of the Developer to perform its obligations under the Developer
Documents in all material respects or that would reasonably be expected to prevent or prohibit the
development of the District in accordance with the description thereof in the Limited Offering
Memorandum.
9. The Developer has reviewed and approved the information contained in the
Preliminary Limited Offering Memorandum in the maps included therein and under the captions
and subcaptions "PLAN OF FINANCE" (except for the information under the subcaption "— The
Bonds and the Reimbursement Agreement"), "OVERLAPPING TAXES AND DEBT —
Homeowners' Association Dues," "THE IMPROVEMENT AREA #1 IMPROVEMENTS,"
"THE DEVELOPMENT," and "THE DEVELOPER AND THE LANDOWNER" (only as it
pertains to the Developer) and,to the Developer's knowledge after due inquiry, under the captions
"BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Improvement Area #1
Improvements, and the Development, as defined in the Limited Offering Memorandum), "LEGAL
MATTERS — Litigation — The Developer and the Landowner" (only as it pertains to the
Developer), "CONTINUING DISCLOSURE — The Developer" and "— The Developer's
Compliance with Prior Undertakings," "SOURCES OF INFORMATION — Source of Certain
Information," and "APPENDIX E-2 —Form of Continuing Disclosure Agreement of Developer,"
"APPENDIX F —Development Agreement," "APPENDIX G—Reimbursement Agreement," and
"APPENDIX H — Design Guidelines" (collectively, the "Developer Disclosures") and certifies
that the information contained in the Developer Disclosures does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they are made, not misleading, as of the date
of the Preliminary Limited Offering Memorandum and as of the date of the Limited Offering
Appendix E-1-2
Memorandum; provided, however, that the foregoing certification is not a certification as to the
accuracy, completeness or fairness of any of the other statements contained in the Preliminary
Limited Offering Memorandum.
10. The Developer has reviewed and approved the information contained in the
Developer Disclosures in the Limited Offering Memorandum and certifies that the same is true
and correct and does not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made therein, in the light of the circumstances under
which they are made, not misleading, as of the date of the Limited Offering Memorandum and as of
the date hereof, provided, however, that the foregoing certification is not a certification as to the
accuracy, completeness or fairness of any of the other statements contained in the Limited Offering
Memorandum.
11. To the Developer's knowledge, the Developer is in compliance in all material
respects with all provisions of applicable law relating to the Developer in connection with the
Development. Except as otherwise described in the Limited Offering Memorandum: (a) to the
Developer's knowledge, there is no default of any zoning condition, land use permit or
development agreement binding upon the Developer or any portion of the Development that would
materially and adversely affect the Developer's ability to complete or cause to be completed the
development of the property within Improvement Area #1 of the District as described in the
Limited Offering Memorandum; and(b)the Developer has no reason to believe that any additional
permits, consents, and licenses required to complete the development of the property within
Improvement Area #1 of the District as and in the manner described in the Limited Offering
Memorandum will not be reasonably obtainable in due course.
12. The Developer is not insolvent and has not made an assignment for the benefit of
creditors, filed, or consented to a petition in bankruptcy,petitioned or applied(or consented to any
third-party petition or application) to any tribunal for the appointment of a custodian, receiver or
any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any jurisdiction.
13. The Developer is not in default under any mortgage, trust indenture, lease, or other
instrument to which it or any of its assets is subject, which default would have a material and
adverse effect on the Bonds or the Developer's ability to perform its obligations under the
Developer Documents.
14. The Developer has no knowledge of any physical condition of the Development
owned or to be developed by the Developer that currently requires, or currently is reasonably
expected to require in the process of development investigation or remediation under any
applicable federal, state, or local governmental laws or regulations relating to the environment in
any material and adverse respect.
15. The Developer hereby verifies that it does not to knowingly employ any
undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a(f), the
Developer shall repay the incentives granted herein within 120 days after the date the Developer
is notified by the City of such violation, plus interest at the rate of six percent(6%) compounded
annually from the date of violation until paid. Pursuant to Section 2264.101(c), Texas Government
Appendix E-1-3
Code, a business is not liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee
of the business, or by a person with whom the business contracts.
16. The Developer makes the following representations and covenants pursuant to
Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the
"Government Code"). As used in such verifications, "affiliate" means an entity that controls, is
controlled by, or is under common control with the Developer within the meaning of SEC Rule
405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification
during the term of the Bond Purchase Agreement shall survive until barred by the applicable statute
of limitations and shall not be liquidated or otherwise limited by any provision of the Bond
Purchase Agreement, notwithstanding anything in the Bond Purchase Agreement to the contrary.
(i) Not a Sanctioned Company. The Developer represents that neither it
nor any of its parent company, wholly- or majority-owned subsidiaries, and other
affiliates is a company identified on a list prepared and maintained by the Texas
Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201,
Government Code. The foregoing representation excludes the Developer and each
of its parent company, wholly- or majority-owned subsidiaries, and other affiliates,
if any, that the United States government has affirmatively declared to be excluded
from its federal sanctions regime relating to Sudan or Iran or any federal sanctions
regime relating to a foreign terrorist organization.
(ii) No Boycott of Israel. The Developer hereby verifies that it and its
parent company,wholly-or majority-owned subsidiaries, and other affiliates,if any,
do not boycott Israel and will not boycott Israel during the term of the Bond Purchase
Agreement. As used in the foregoing verification, "boycott Israel" has the meaning
provided in Section 2271.001, Government Code.
(iii) No Discrimination Against Firearm Entities. The Developer hereby
verifies that it and its parent company, wholly- or majority-owned subsidiaries, and
other affiliates, if any, do not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association and will not
discriminate against a firearm entity or firearm trade association during the term of
the Bond Purchase Agreement. As used in the foregoing verification, "discriminate
against a firearm entity or firearm trade association" has the meaning provided in
Section 2274.001(3), Government Code.
(iv) No Boycott of Energy Companies. The Developer hereby verifies
that it and its parent company, wholly- or majority-owned subsidiaries, and other
affiliates, if any, do not boycott energy companies and will not boycott energy
companies during the term of the Bond Purchase Agreement. As used in the
foregoing verification, "boycott energy companies" has the meaning provided in
Section 2276.001(1), Government Code.
Appendix E-1-4
Dated: October 31, 2024
DEVELOPER:
Ashlar Interests, LLC,
a Texas limited liability company
By:
Name:
Title:
Appendix E-1-5
4138-8404-1555.7
APPENDIX E-2
LANDOWNER CLOSING CERTIFICATE
Diamond Beach Holdings, LLC, a Texas limited liability company (the "Landowner"),
DOES HEREBY CERTIFY the following as of the date hereof All capitalized terms not
otherwise defined herein shall have the meaning given to such term in the Limited Offering
Memorandum (defined below).
1. The Landowner is a limited liability company organized, validly existing and in
good standing under the laws of the State of Texas.
2. Representatives of the Landowner have provided information to the City of Corpus
Christi, Texas (the"City")and FMSbonds, Inc. (the"Underwriter")to be used in connection with
the offering by the City of its $22,624,000 aggregate principal amount of Special Assessment
Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area#1
Project)(the`Bonds"),pursuant to the Preliminary Limited Offering Memorandum, dated October
1, 2024 (the"Preliminary Limited Offering Memorandum"), and Limited Offering Memorandum
dated October 15, 2024 (the "Limited Offering Memorandum").
3. Attached hereto are true, correct, and complete copies of (i) the fully executed
copies of the Landowner's organizational documents, (ii) a Certificate of Status from the Texas
Secretary of State for the Landowner, dated within 10 days of the Closing Date, and (iii)
verification of franchise tax account status from the Texas Comptroller of Public Accounts for the
Landowner, dated within 10 days of the Closing Date, and such documents have not been amended
or supplemented and are in full force and effect as of the date hereof.
4. The Landowner has delivered to the Underwriter and the City a (i) Certificate of
Status from the Texas Secretary of State, and (ii) verification of franchise tax account status from
the Texas Comptroller of Public Accounts for the Landowner.
5. The Landowner has executed and delivered each of the below listed documents
(individually, a "Landowner Document" and collectively, the "Landowner Documents") in the
capacity provided for in each such Landowner Document, and each such Landowner Document
constitutes a valid and binding obligation of the Landowner, enforceable against the Landowner
in accordance with its respective terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, or other similar laws relating to the enforcement of creditors' rights
generally and by general equitable purposes:
(a) the Landowner's Letter of Representations dated October 15, 2024; and
(b) the Development and Management Agreement, dated as of December 6,
2021, by and between Ashlar Interests, LLC, a Texas limited liability company (the
"Developer") and the Landowner, as amended by that certain First Amendment to
Development & Management Agreement, dated effective June 8, 2022, and as further
amended by that certain Second Amendment to Development& Management Agreement,
dated effective December 12, 2023;
Appendix E-2-6
(c) the Flow of Funds Agreement, dated as of September 19, 2024, by and
between the Developer and the Landowner; and
(d) the Landowner Consent Certificate dated as of October 15, 2024.
6. Based on the real property records of Nueces County, Texas, as of the date of
adoption of the Assessment Ordinance, the Landowner owned good and indefeasible title to all of
the Improvement Area #1 Assessed Property (as defined in the Service and Assessment Plan)
located in the District on such date, except for certain mineral rights, royalty interests, and
easement reservations; and the Landowner is not an entity that may claim a homestead right under
Texas law.
7. The representations and warranties of the Landowner contained in the Landowner
Documents are true and correct in all material respects on and as of the date hereof.
8. The Landowner complied in all material respects with all of the Landowner's
agreements and covenants and satisfied all conditions required to be complied with or satisfied by
the Landowner under the Landowner Documents on or prior to the date hereof.
9. The execution and delivery of the Landowner Documents by the Landowner does
not violate any judgment, order, writ, injunction or decree binding on the Landowner or any
indenture, agreement, or other instrument to which the Landowner is a party. There are no
proceedings pending or threatened in writing before any court or administrative agency against the
Landowner that are either not covered by insurance or which singularly or collectively would have
a material, adverse effect on the ability of the Landowner to perform its obligations under the
Landowner Documents in all material respects or that would reasonably be expected to prevent or
prohibit the development of the District in accordance with the description thereof in the Limited
Offering Memorandum.
10. The Landowner has reviewed and approved the information contained in the
Preliminary Limited Offering Memorandum in the maps included therein and under the captions
and subcaptions "PLAN OF FINANCE" (except for the information under the subcaption "— The
Bonds and the Reimbursement Agreement"), "OVERLAPPING TAXES AND DEBT —
Homeowners' Association Dues," "THE IMPROVEMENT AREA #1 IMPROVEMENTS,"
"THE DEVELOPMENT," and "THE DEVELOPER AND THE LANDOWNER," and, to the
Landowner's knowledge after due inquiry, under the captions `BONDHOLDERS' RISKS" (only
as it pertains to the Improvement Area#1 Improvements, and the Development, as defined in the
Limited Offering Memorandum), "LEGAL MATTERS — Litigation — The Developer and the
Landowner," "SOURCES OF INFORMATION — Source of Certain Information," and
"APPENDIX H—Design Guidelines," in each case solely to the extent such information pertains
to the Landowner, and expressly excludes, without limitation, information to the extent such
information pertains to the City, the Bonds, the Indenture, the Trustee, and/or the Developer
(collectively, the "Landowner Disclosures") and certifies that the information contained in the
Landowner Disclosures does not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein,in the light of the circumstances
under which they are made, not misleading, as of the date of the Preliminary Limited Offering
Memorandum and as of the date of the Limited Offering Memorandum;provided, however, that the
Appendix E-2-7
foregoing certification is not a certification as to the accuracy, completeness or fairness of any of
the other statements contained in the Preliminary Limited Offering Memorandum.
11. The Landowner has reviewed and approved the information contained in the
Landowner Disclosures in the Limited Offering Memorandum and certifies that the same is true
and correct and does not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made therein, in the light of the circumstances under
which they are made, not misleading, as of the date of the Limited Offering Memorandum and as of
the date hereof, provided, however, that the foregoing certification is not a certification as to the
accuracy, completeness or fairness of any of the other statements contained in the Limited Offering
Memorandum.
12. To the Landowner's knowledge, the Landowner is in compliance in all material
respects with all provisions of applicable law relating to the Landowner in connection with the
Development. Except as otherwise described in the Limited Offering Memorandum: (a) to the
Landowner's knowledge, there is no default of any zoning condition, land use permit or
development agreement binding upon the Landowner or any portion of the Development that
would materially and adversely affect the Landowner's ability to complete or cause to be
completed the development of the property within the District as described in the Limited Offering
Memorandum; and (b) the Landowner has no reason to believe that any additional permits,
consents and licenses required to complete the development of the property within the District as
and in the manner described in the Limited Offering Memorandum will not be reasonably
obtainable in due course.
13. The Landowner is not insolvent and has not made an assignment for the benefit of
creditors, filed, or consented to a petition in bankruptcy,petitioned or applied(or consented to any
third-party petition or application) to any tribunal for the appointment of a custodian, receiver or
any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any jurisdiction.
14. The levy of the Improvement Area #1 Assessments on property in Improvement
Area#1 owned by the Landowner will not conflict with or constitute a breach of or default under
any agreement, mortgage, deed of trust, indenture, or other instrument to which the Landowner is
a party or to which the Landowner or any of its property or assets is subject.
15. The Landowner is not in default under any mortgage,trust indenture,lease, or other
instrument to which it or any of its assets is subject, which default would have a material and
adverse effect on the Bonds or the Landowner's ability to perform its obligations under the
Landowner Documents.
16. The Landowner has no knowledge of any physical condition of the Development
owned or to be developed by the Landowner that currently requires, or currently is reasonably
expected to require in the process of development investigation or remediation under any
applicable federal, state, or local governmental laws or regulations relating to the environment in
any material and adverse respect.
Appendix E-2-8
Dated: October 31, 2024
LANDOWNER:
Diamond Beach Holdings, LLC,
a Texas limited liability company
By:
Name:
Title:
Appendix E-2-9
APPENDIX F
LETTERHEAD OF INTEGRA REALTY RESOURCES —DALLAS
2024
City of Corpus Christi, Texas FMSbonds, Inc.
1201 Leopard Street 5 Cowboys Way, Suite 300-25
Corpus Christi, Texas 78401 Frisco, Texas 75034
Norton Rose Fulbright US LLP BOKF, NA, as Trustee
98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000
Austin, Texas 78701 Houston, Texas 77010
Re: City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024
(Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the
"Bonds")
Ladies and Gentlemen:
The undersigned, an authorized representative of Integra Realty Resources — Dallas (the
"Appraiser"), the appraiser of the undeveloped property contained in Whitecap Public
Improvement District No. 1 (the"District"), does hereby represent the following:
1. The Appraiser has supplied certain information contained in the Preliminary
Limited Offering Memorandum for the Bonds, dated October 1, 2024, and the Limited Offering
Memorandum for the Bonds, dated October 15, 2024 (together, the "Limited Offering
Memorandum"), relating to the issuance of the Bonds by the City of Corpus Christi, Texas, as
described above. The information the Appraiser provided for the Limited Offering Memorandum
is the real estate appraisal of the property in the District, located in APPENDIX I to the Limited
Offering Memorandum, and the description thereof, set forth under the caption"APPRAISAL."
2. To the best of my professional knowledge and belief, as of the date of my appraisal
report, the portion of the Limited Offering Memorandum described above does not contain an
untrue statement of a material fact as to the information and data set forth therein and does not
omit to state a material fact necessary to make the statements made therein, in the light of the
circumstances under which they were made, not misleading.
3. Appraiser agrees to the inclusion of the Appraisal in the Limited Offering
Memorandum and the use of its name in the Limited Offering Memorandum for the Bonds.
4. Appraiser agrees that, to the best of its ability, it will inform you immediately
should it learn of any event(s) or information of which you are not aware subsequent to the date
of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or about
October 31, 2024) which would render any such information in the Limited Offering
Memorandum untrue, incomplete, or incorrect, in any material fact or render any statement in the
Appraisal materially misleading.
F-I
4138-8404-1555.7
5. The undersigned hereby represents that he or she has been duly authorized to
execute this letter of representations.
Sincerely yours,
INTEGRA REALTY RESOURCES —DALLAS
By:
Its:
F-2
4138-8404-1555.7
APPENDIX G
LETTERHEAD OF P3WORKS, LLC
12024
City of Corpus Christi, Texas FMSbonds,Inc.
1201 Leopard Street 5 Cowboys Way, Suite 300-25
Corpus Christi, Texas 78401 Frisco, Texas 75034
Norton Rose Fulbright US LLP BOKF, NA, as Trustee
98 San Jacinto Blvd., Suite 1100 1401 McKinney Street, Suite 1000
Austin, Texas 78701 Houston, Texas 77010
Re: City of Corpus Christi, Texas, Special Assessment Revenue Bonds, Series 2024
(Whitecap Public Improvement District No. 1 Improvement Area #1 Project) (the
"Bonds")
Ladies and Gentlemen:
The undersigned, an authorized representative of P3Works, LLC ("P3Works", "we" or
"our"), consultant in connection with the creation by the City of Corpus Christi, Texas(the"City"),
of Whitecap Public Improvement District No. 1 (the "District"), does hereby represent the
following:
1. P3Works has supplied certain information contained in the Preliminary Limited
Offering Memorandum for the Bonds, dated October 1, 2024, and the final Limited Offering
Memorandum for the Bonds, dated October 15, 2024 (together, the "Limited Offering
Memorandum"), relating to the issuance of the Bonds by the City, as described above. The
information P3Works provided for the Limited Offering Memorandum is located (a) under the
captions "ASSESSMENT PROCEDURES," and "THE ADMINISTRATOR" and (b) in the
Service and Assessment Plan (the "SAP") for the City located in APPENDIX C to the Limited
Offering Memorandum.
2. To our professional knowledge and belief, the portions of the Limited Offering
Memorandum described above do not contain an untrue statement of a material fact as to the
information and data set forth therein and does not omit to state a material fact necessary to make
the statements made therein, in the light of the circumstances under which they were made, not
misleading.
3. We agree to the inclusion of the SAP in the Limited Offering Memorandum and to
the use of our name in the Limited Offering Memorandum for the Bonds.
4. We agree that, to the best of our ability,we will inform you immediately should we
learn of any event(s)or information of which you are not aware subsequent to the date of this letter
and prior to the actual time of delivery of the Bonds (anticipated to occur on or about October 31,
2024) which would render any such information in the Limited Offering Memorandum untrue,
incomplete, or incorrect,in any material fact or render any such information materially misleading.
G-1
4138-8404-1555.7
5. The undersigned hereby represents that he or she has been duly authorized to
execute this letter of representation.
Sincerely yours,
P3WORKS, LLC
By:
Its:
G-2
4138-8404-1555.7
EXHIBIT C
CONTINUING DISCLOSURE AGREEMENT
See Tab No. 13
139198996.6/1 001 1 86793 C-1
CITY OF CORPUS CHRISTI, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA#1 PROJECT)
CONTINUING DISCLOSURE AGREEMENT OF ISSUER
This Continuing Disclosure Agreement of Issuer, dated as of October 1, 2024 (this "Disclosure
Agreement"), is executed and delivered by and among the City of Corpus Christi, Texas (the "Issuer"),
P3Works, LLC (the "Administrator"), and BOKF, NA, acting solely in its capacity as dissemination
agent (the "Dissemination Agent"), with respect to the Issuer's "Special Assessment Revenue Bonds,
Series 2024 (Whitecap Public Improvement District No. 1 Improvement Area #1 Project)" (the
"Bonds"). The Issuer, the Administrator, and the Dissemination Agent covenant and agree as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the Issuer, the Administrator, and the Dissemination Agent for the benefit of
the Owners (defined below) and beneficial owners of the Bonds. Unless and until a different filing
location is designated by the MSRB (defined below)or the SEC(defined below), all filings made by the
Dissemination Agent pursuant to this Disclosure Agreement shall be filed with the MSRB through
EMMA (defined below).
SECTION 2. Definitions. In addition to the definitions set forth above and in the Indenture
of Trust dated as of October 1, 2024, relating to the Bonds (the "Indenture"), which apply to any
capitalized term used in this Disclosure Agreement, including the Exhibits hereto, the following
capitalized terms shall have the following meanings:
"Additional Obligations" shall have the meaning assigned to such term in the Indenture.
"Administrator" shall have the meaning assigned to such term in the Indenture. The initial
Administrator is P3 Works, LLC.
"Annual Collection Costs" shall have the meaning assigned to such term in the Indenture.
"Annual Collections Report" shall mean any Annual Collections Report provided by the Issuer
pursuant to, and as described in, Section 5 of this Disclosure Agreement.
"Annual Collections Report Filing Date" shall mean, for each Fiscal Year succeeding the
reporting Fiscal Year, the date that is three (3) months after the Final Assessment Payment Date, which
Annual Collections Report Filing Date is currently April 30.
"Annual Financial Information" shall mean annual financial information as such term is used in
paragraph(b)(5)(i) of the Rule and specified in subsection 4(a) of this Disclosure Agreement.
"Annual Installment" shall have the meaning assigned to such term in the Indenture.
"Annual Issuer Report" shall mean any Annual Issuer Report provided by the Issuer pursuant to,
and as described in, Sections 3 and 4 of this Disclosure Agreement.
4130-9653-5375.4
"Annual Issuer Report Filing Date" shall mean, for each Fiscal Year, the date that is six (6)
months after the end of the Issuer's Fiscal Year, which Annual Issuer Report Filing Date is currently
March 31.
"Annual Service Plan Update" shall have the meaning assigned to such term in the Indenture.
"Assessments" shall have the meaning assigned to such term in the Indenture.
"Business Day" shall have the meaning assigned to such term in the Indenture.
"Collections Reporting Date" shall mean, for each Tax Year, the date that is one (1)month after
the Delinquency Date, which Collections Reporting Date is currently March 1.
"Delinquency Date" shall mean February 1 of the year following the year in which the
Assessments were billed or as may be otherwise defined in Section 31.02 of the Texas Tax Code, as
amended.
"Developer" shall mean Ashlar Interests, LLC, a Texas limited liability company, and its
designated successors and assigns.
"Disclosure Agreement of Developer" shall mean the Continuing Disclosure Agreement of
Developer relating to the Bonds, dated as of October 1, 2024, executed and delivered by the Developer,
the Administrator, and the Dissemination Agent.
"Disclosure Representative" shall mean the Finance Director or City Manager of the Issuer or
his or her designee or such other officer or employee as the Issuer may designate in writing to the
Dissemination Agent from time to time.
"Dissemination Agent" shall mean BOKF, NA, acting solely in its capacity as dissemination
agent, or any successor Dissemination Agent designated in writing by the Issuer and which has filed
with the Trustee a written acceptance of such designation.
"District" shall mean Whitecap Public Improvement District No. 1.
"EMMA" shall mean the Electronic Municipal Market Access System currently available on the
internet at http://emma.msrb.org.
"Final Assessment Payment Date" shall mean the calendar day preceding the Delinquency Date.
"Financial Obligation" shall mean 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.
"Fiscal Year" shall mean the Issuer's fiscal year, currently the twelve-month period from
October 1 through September 30.
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4130-9653-5375.4
"Improvement Area#1" shall have the meaning assigned to such term in the Indenture.
"Listed Events" shall mean any of the events listed in subsection 6(a) of this Disclosure
Agreement.
"MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity designated
or authorized by the SEC to receive continuing disclosure reports pursuant to the Rule.
"Outstanding" shall have the meaning assigned to such term in the Indenture.
"Owner" shall have the meaning assigned to such term in the Indenture.
"Prepayment" shall have the meaning assigned to such term in the Indenture.
"Rule" shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934,
as the same may be amended from time to time.
"SEC" shall mean the United States Securities and Exchange Commission.
"Service and Assessment Plan" shall have the meaning assigned to such term in the Indenture.
"Tax Year"means the calendar year, or as may be otherwise defined in Section 1.04 of the Texas
Tax Code, as amended.
"Trust Estate" shall have the meaning assigned to such term in the Indenture.
"Trustee" shall have the meaning assigned to such term in the Indenture.
SECTION 3. Provision of Annual Issuer Reports.
(a) For each Fiscal Year, commencing with the Fiscal Year ending September 30, 2025, the
Issuer shall cause, pursuant to written direction, and hereby directs the Dissemination Agent to provide
or cause to be provided to the MSRB, in the electronic or other format required by the MSRB, not later
than the Annual Issuer Report Filing Date, an Annual Issuer Report provided to the Dissemination Agent
which is consistent with the requirements of and within the time periods specified in Section 4 of this
Disclosure Agreement. The Annual Issuer Report may, but is not required to, include the Audited
Financial Statements and the failure to include the audited financial statements as a part of the Annual
Issuer Report shall not violate the Issuer's obligations under this Disclosure Agreement provided the
Issuer provides its audited financial statements within twelve (12) months of the most recently ended
Fiscal Year or,if the audited financial statements are not available within such twelve-month period, the
Issuer provides unaudited financial statements within such twelve-month period, and provides audited
financial statements when and if available. In each case, the Annual Issuer Report may be submitted as
a single document or as separate documents comprising a package and may include by reference other
information as provided in Section 4 of this Disclosure Agreement. If the Issuer's Fiscal Year changes,
it shall file notice of such change (including the date of the new Fiscal Year)with the MSRB prior to the
next Annual Issuer Report Filing Date. All documents provided to the MSRB shall be accompanied by
identifying information as prescribed by the MSRB.
3
4130-9653-5375.4
Not later than ten(10)days prior to the Annual Issuer Report Filing Date,the Issuer shall provide
the Annual Issuer Report to the Dissemination Agent together with written direction to file such Annual
Issuer Report with the MSRB. The Dissemination Agent shall provide such Annual Issuer Report to the
MSRB not later than ten (10) days from receipt of such Annual Issuer Report from the Issuer, but in no
event later than the Annual Issuer Report Filing Date for such Fiscal Year.
If by the fifth (5th) day before the Annual Issuer Report Filing Date the Dissemination Agent has
not received a copy of the Annual Issuer Report, the Dissemination Agent shall contact the Disclosure
Representative in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide
the applicable Annual Issuer Report pursuant to this subsection(a). Upon such reminder,the Disclosure
Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual
Issuer Report no later than two (2) Business Days prior to the Annual Issuer Report Filing Date, or (ii)
instruct the Dissemination Agent in writing that the Issuer will not be able to provide the Annual Issuer
Report by the Annual Issuer Report Filing Date, state the date by which the Annual Issuer Report for
such year will be provided, and instruct the Dissemination Agent to immediately send a notice to the
MSRB in substantially the form attached as Exhibit A. provided, however, that in the event the
Disclosure Representative is required to act under either (i) or (ii) described above, the Dissemination
Agent still must file the Annual Issuer Report or the notice of failure to file, as applicable, to the MSRB
no later than the Annual Issuer Report Filing Date; provided further, however, that in the event the
Disclosure Representative fails to act under either (i) or (ii) described above, the Dissemination Agent
shall file a notice of failure to file no later than the last Business Day prior to the Annual Issuer Report
Filing Date; or the Issuer will notify the Dissemination Agent in writing that the Issuer will provide or
cause to be provided the Annual Issuer Report to the MSRB through alternate means. If the Issuer so
notifies the Dissemination Agent, the Issuer will provide the Dissemination Agent with a written report
certifying that the Annual Issuer Report has been provided to the MSRB pursuant to this Disclosure
Agreement, stating the date it was provided and that it was filed with the MSRB prior to the second (2"d)
Business Day prior to the Annual Issuer Report Filing Date. In the vent the Issuer fails to provide the
Dissemination Agent with such a report, the Dissemination Agent shall file a notice of failure to file no
later than the last Business Day prior to the applicable Annual Issuer Report Filing Date.
(b) The Issuer shall or shall cause the Dissemination Agent pursuant to written direction to:
(i) determine the filing address or other filing location of the MSRB each year prior
to filing the Annual Issuer Report; and
(ii) file the Annual Issuer Report containing or incorporating by reference the
information set forth in Section 4 hereof.
(c) If the Issuer has provided the Dissemination Agent with the completed Annual Issuer
Report and the Dissemination Agent has filed such Annual Issuer Report with the MSRB, then the
Dissemination Agent shall provide written confirmation to the Issuer verifying that the Annual Issuer
Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and
that it was filed with the MSRB, which report shall include a filing receipt from the MSRB.
SECTION 4. Content and Timing of Annual Issuer Reports. The Annual Issuer Report for
the Bonds shall contain or incorporate by reference, and the Issuer agrees to provide or cause to be
provided to the Dissemination Agent to file by the Annual Issuer Report Filing Date, the following:
4
4130-9653-5375.4
(a) Annual Financial Information. The following Annual Financial Information (any or all
of which may be unaudited):
(i) Tables setting forth the following information, as of the end of such Fiscal Year:
(A) For the Bonds, the maturity date(s), the interest rate(s), the original
aggregate principal amount(s), the principal amount(s) remaining Outstanding, and the
total interest amount due on the aggregate principal amount Outstanding;
(B) The amounts in the funds and accounts securing the Bonds and a
description of the related investments;
(C) The assets and liabilities of the Trust Estate.
(ii) Financial information and operating data with respect to the Issuer of the general
type and in substantially similar form to that shown in the tables provided under Sections 4(a)(ii)
of Exhibit B attached hereto. Such information shall be provided as of the end of the reporting
Fiscal Year;
(iii) Any updates to the Service and Assessment Plan, including the Annual Service
Plan Update;
(iv) A description of any amendment to this Disclosure Agreement and a copy of any
restatements to the Issuer's audited financial statements during such Fiscal Year.
(b) Audited Financial Statements. The audited financial statements of the Issuer for the most
recently ended Fiscal Year, prepared in accordance with generally accepted accounting principles
applicable from time to time to the Issuer and that have been audited by an independent certified public
accountant, but only if available by the Annual Issuer Report Filing Date. If the audited financial
statements of the Issuer are not available within twelve months after the end of the Fiscal Year,the Issuer
shall provide notice that the audited financial statements are not available, file unaudited financial
statements within such twelve-month period, and file audited financial statements when prepared and
available.
(c) A form for submitting the information described in subsection 4(a) above is attached as
Exhibit B hereto. Any or all of the items listed above may be included by specific reference to other
documents, including disclosure documents of debt issues of the Issuer, which have been submitted to
and are publicly accessible from the MSRB. If the document included by reference is a final offering
document, it must be available from the MSRB. The Issuer shall clearly identify each such other
document so included by reference.
The Administrator, and if no Administrator is designated, Issuer's staff, shall prepare the Annual
Financial Information. In all cases, the Issuer shall have the sole responsibility for the content, design,
and other elements comprising substantive contents of the Annual Issuer Reports under this Section 4.
5
4130-9653-5375.4
SECTION 5. Annual Collections Report.
(a) For each Fiscal Year succeeding the reporting Fiscal Year,the Issuer shall cause,pursuant
to written direction, and hereby directs the Dissemination Agent to provide or cause to be provided to
the MSRB,in the electronic or other format required by the MSRB, not later than the Annual Collections
Report Filing Date, an Annual Collections Report provided to the Dissemination Agent which complies
with the requirements specified in this Section 5; provided that the Issuer may provide the Annual
Collections Report as part of the Annual Issuer Report, if such Annual Collections Report is available
when the Annual Issuer Report is provided to the MSRB. All documents provided to the MSRB shall be
accompanied by identifying information as prescribed by the MSRB.
Not later than ten (10) days prior to the Annual Collections Report Filing Date, the Issuer shall
provide the Annual Collections Report to the Dissemination Agent together with written direction to file
such Annual Collections Report with the MSRB. The Dissemination Agent shall provide such Annual
Collections Report to the MSRB not later than ten (10) days from receipt of such Annual Collections
Report from the Issuer, but in no event later than the Annual Collections Report Filing Date.
If by the fifth(5th)day before the Annual Collections Report Filing Date the Dissemination Agent
has not received a copy of the Annual Collections Report, the Dissemination Agent shall contact the
Disclosure Representative in writing (which may be by e-mail) to remind the Issuer of its undertaking
to provide the applicable Annual Collections Report pursuant to this subsection(a). Upon such reminder,
the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy
of the Annual Collections Report no later than two (2) Business Days prior to the Annual Collections
Report Filing Date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to
provide the Annual Collections Report by the Annual Collections Report Filing Date, state the date by
which the Annual Collections Report for such year will be provided, and instruct the Dissemination
Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit A hereto;
provided, however, that in the event the Disclosure Representative is required to act under either (i) or
(ii) described above, the Dissemination Agent still must file the Annual Collections Report or the notice
of failure to file, as applicable, to the MSRB no later than the Annual Collections Report Filing Date;
provided further, however, that in the event the Disclosure Representative fails to act under either(i) or
(ii) described above, the Dissemination Agent shall file a notice of failure to file no later than the last
Business Day prior to the Annual Collections Report Filing Date; or the Issuer will notify the
Dissemination Agent in writing that the Issuer will provide or cause to be provided the Annual
Collections Report to the MSRB through alternate means. If the Issuer so notifies the Dissemination
Agent, the Issuer will provide the Dissemination Agent with a written report certifying that the Annual
Collections Report has been provided to the MSRB pursuant to this Disclosure Agreement, stating the
date it was provided and that it was filed with the MSRB prior to the second (2nd) Business Day prior
to the Annual Collections Report Filing Date. In the event the Issuer fails to provide the Dissemination
Agent with such a report, the Dissemination Agent shall file a notice of failure to file no later than the
last Business Day prior to the applicable Annual Collections Report Filing Date.
(b) The Annual Collections Report for the Bonds shall contain, and the Issuer agrees to
provide or cause to be provided to the Dissemination Agent to file by the Annual Collections Report
Filing Date, certain financial information and operating data with respect to collection of the
Assessments of the general type and in substantially similar form to that shown in the tables provided in
Exhibit C attached hereto. Such information shall cover the period beginning the first (1st) day of the
6
4130-9653-5375.4
Fiscal Year succeeding the reporting Fiscal Year through the Collections Reporting Date. If the State
Legislature amends the definition of Delinquency Date or Tax Year, the City shall file notice of such
change or changes with the MSRB prior to the next Annual Collections Report Filing Date. The
Administrator, and if no Administrator is designated,Issuer's staff, shall prepare the Annual Collections
Report. In all cases, the Issuer shall have the sole responsibility for the content, design, and other
elements comprising substantive contents of the Annual Collections Report under this Section 5.
SECTION 6. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 6, each of the following is a Listed Event with
respect to the Bonds:
1. Principal and interest payment delinquencies.
2. Non-payment related defaults, if material.
3. Unscheduled draws on debt service reserves reflecting financial difficulties.
4. Unscheduled draws on credit enhancements reflecting financial difficulties.
5. Substitution of credit or liquidity providers, or their failure to perform.
6. Adverse tax opinions, the issuance by the IRS 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 Owners, 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 Issuer.
13. The consummation of a merger, consolidation, or acquisition of the Issuer, or the sale
of all or substantially all of the assets of the Issuer, other than in the ordinary course of business,
the entry into 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 trustee under the Indenture or the change of
name of a trustee, if material.
7
4130-9653-5375.4
15. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the Issuer, any of which affect security holders, if material.
16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Issuer, any of which reflect
financial difficulties.
Any sale by the Developer of real property within Improvement Area #1 in the ordinary course
of the Developer's business will not constitute a Listed Event for the purposes of paragraph (10) above.
For these purposes, any event described in paragraph(12)above is considered to occur when any
of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer 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 Issuer, 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 Issuer.
The Issuer intends the words used in paragraphs (15) and (16) above and the definition of
Financial Obligation 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. For the avoidance of doubt, the incurrence of Additional
Obligations without the filing of a corresponding official statement with the MSRB will constitute the
incurrence of a material Financial Obligation for which a notice of a Listed Event in accordance with
this Section 6 must be filed with the MSRB.
Upon the occurrence of a Listed Event, the Issuer shall promptly notify the Dissemination Agent
in writing and the Issuer shall direct the Dissemination Agent to file a notice of such occurrence with the
MSRB. The Dissemination Agent shall file such notice no later than three (3) Business Days
immediately following the day on which it receives written notice of such occurrence from the Issuer.
Any such notice is required to be filed within ten (10) Business Days of the occurrence of such Listed
Event; provided, however, the failure of the Issuer to provide timely written notice to the Dissemination
Agent in accordance with this paragraph shall not constitute a failure of the Dissemination Agent to
comply with the MSRB's ten (10)Business Day filing requirement.
Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure
that the Issuer desires to make, the written authorization of the Issuer for the Dissemination Agent to
disseminate such information as provided herein, and the date the Issuer desires for the Dissemination
Agent to disseminate the information.
In all cases,the Issuer shall have the sole responsibility for the content, design and other elements
comprising substantive contents of all disclosures made under this Section 6. In addition,the Issuer shall
have the sole responsibility to ensure that any notice required to be filed under this Section 6 is filed
within ten (10)Business Days of the occurrence of the Listed Event.
8
4130-9653-5375.4
(b) The Dissemination Agent shall,promptly, and not more than five(5)Business Days after
obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the
Disclosure Representative in writing of such Listed Event. The Dissemination Agent shall not be
required to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives
written instructions from the Disclosure Representative to do so. If the Dissemination Agent has been
instructed in writing by the Disclosure Representative on behalf of the Issuer to report the occurrence of
a Listed Event under this subsection (b), the Dissemination Agent shall file a notice of such occurrence
with the MSRB no later than two (2) Business Days following the day on which it receives such written
instructions. It is agreed and understood that the duty to make or cause to be made the disclosures herein
is that of the Issuer and not that of the Dissemination Agent. It is agreed and understood that the
Dissemination Agent has agreed to give the foregoing notice to the Issuer as an accommodation to assist
it in monitoring the occurrence of such event, but is under no obligation to investigate whether any such
event has occurred. As used above, "actual knowledge" means the actual fact or statement of knowing,
without a duty to make any investigation with respect thereto. In no event shall the Dissemination Agent
be liable in damages or in tort to the Issuer, the Trustee, any Owner or beneficial owner of any interests
in the Bonds, or any other party as a result of its failure to give the foregoing notice or to give such notice
in a timely fashion.
(c) If in response to a notice from the Dissemination Agent under subsection (b), the Issuer
determines that the Listed Event under number 2, 7, 8 (as to bond calls only), 10, 13, 14, or 15 of
subparagraph(a)above is not material under applicable federal securities laws,the Issuer shall promptly,
but in no case more than five (5) Business Days after the occurrence of the event, notify the
Dissemination Agent and the Trustee (if the Dissemination Agent is not the Trustee) in writing and
instruct the Dissemination Agent not to report the occurrence pursuant to subsection (b).
SECTION 7. Termination of Reporting Obligations. The obligations of the Issuer, the
Administrator, and the Dissemination Agent under this Disclosure Agreement shall terminate upon the
legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer
an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the
Dissemination Agent and the Administrator of an opinion of nationally recognized bond counsel to the
effect that continuing disclosure is no longer required. So long as any of the Bonds remain Outstanding,
the Administrator and the Dissemination Agent may assume that the Issuer is an obligated person with
respect to the Bonds until they receive written notice from the Disclosure Representative stating that the
Issuer is no longer an obligated person with respect to the Bonds, and the Dissemination Agent and the
Administrator may conclusively rely upon such written notice with no duty to make investigation or
inquiry into any statements contained or matters referred to in such written notice. If such termination
occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the
same manner as for a Listed Event with respect to the Bonds under Section 6(a).
SECTION 8. Dissemination Agent. The Issuer may, from time to time, appoint or engage
a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its obligations under
this Disclosure Agreement, and may discharge such Dissemination Agent, with or without appointing a
successor Dissemination Agent. If the Issuer discharges the Dissemination Agent without appointing a
successor Dissemination Agent, the Issuer shall use best efforts to appoint a successor Dissemination
Agent within 30 days of such discharge. The Dissemination Agent may resign at any time with 30 days'
written notice to the Issuer. If at any time there is not any other designated Dissemination Agent, the
Issuer shall be the Dissemination Agent. The initial Dissemination appointed hereunder shall be BOKF,
9
4130-9653-5375.4
NA, Houston, Texas. The Issuer will give prompt written notice to the Developer, or any other party
responsible for providing quarterly information pursuant to the Disclosure Agreement of Developer, of
any change in the identity of the Dissemination Agent under the Disclosure Agreement of Developer.
The Dissemination Agent may resign at any time with thirty (30) days' written notice to the Issuer.
SECTION 9. Amendment, Waiver. Notwithstanding any other provisions of this
Disclosure Agreement, the Issuer, the Administrator, and the Dissemination Agent may amend this
Disclosure Agreement(and the Dissemination Agent shall not unreasonably withhold its consent to any
amendment so requested in writing by the Issuer or the Administrator), and any provision of this
Disclosure Agreement may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, 5, or 6(a), it may
only be made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity,nature or status of an obligated person with respect
to the Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the opinion
of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of
the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as
well as any change in circumstances; and
(c) The amendment or waiver either(i)is approved by the Owners of the Bonds in the same
manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or
(ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the
Owners or beneficial owners of the Bonds.
In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer
shall describe such amendment in the next related Annual Financial Information, and shall include, as
applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type
(or in the case of a change of accounting principles, on the presentation) of financial information or
operating data being presented by the Issuer. In addition, if the amendment relates to the accounting
principles to be followed in preparing financial statements, (i) notice of such change shall be given in
the same manner as for a Listed Event under Section 6(a), and (ii)the Annual Financial Information for
the year in which the change is made should present a comparison(in narrative form and also,if feasible,
in quantitative form) between the financial statements as prepared on the basis of the new accounting
principles and those prepared on the basis of the former accounting principles. No amendment which
adversely affects the Dissemination Agent may be made without its prior written consent(which consent
will not be unreasonably withheld or delayed).
SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or including
any other information in any Annual Issuer Report, Annual Collections Report, or notice of occurrence
of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer
chooses to include any information in any Annual Issuer Report, Annual Collections Report, or notice
of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure
Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such
10
4130-9653-5375.4
information or include it in any future Annual Issuer Report, Annual Collections Report, or notice of
occurrence of a Listed Event.
SECTION 11. Default. In the event of a failure of the Issuer to comply with any provision
of this Disclosure Agreement, the Dissemination Agent or any Owner or beneficial owner of the Bonds
may, and the Dissemination Agent(at the written request of the Owners of at least twenty-five percent
(25%) aggregate principal amount of Outstanding Bonds and upon being indemnified to its satisfaction)
shall, take such actions as may be necessary and appropriate to cause the Issuer to comply with its
obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be
deemed an Event of Default under the Indenture with respect to the Bonds, and the sole remedy under
this Disclosure Agreement in the event of any failure of the Issuer to comply with this Disclosure
Agreement shall be an action for mandamus or specific performance. A default under this Disclosure
Agreement shall not be deemed a default under the Disclosure Agreement of Developer and a default
under the Disclosure Agreement of Developer shall not be deemed a default under this Disclosure
Agreement.
SECTION 12. Duties,Immunities and Liabilities of Dissemination Agent and Administrator.
(a) The Dissemination Agent shall not have any duty with respect to the content of any
disclosures made pursuant to the terms hereof. The Dissemination Agent shall have only such duties as
are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this
Disclosure Agreement with respect to the Dissemination Agent. To the extent permitted by law, the
Issuer agrees to indemnify and hold harmless the Dissemination Agent,its officers, directors, employees
and agents, but only from Annual Collection Costs collected from the property owners in Improvement
Area#1, against any loss, expense and liabilities which it may incur arising out of or in the exercise or
performance of its powers and duties hereunder, including the costs and expenses (including attorneys'
fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination
Agent's negligence or willful misconduct; provided, however, that nothing herein shall be construed to
require the Issuer to indemnify the Dissemination Agent for losses, expenses or liabilities arising from
information provided to the Dissemination Agent by the Developer or the failure of the Developer to
provide information to the Dissemination Agent as and when required under the Disclosure Agreement
of Developer. The obligations of the Issuer under this Section shall survive termination of this Disclosure
Agreement, resignation or removal of the Dissemination Agent, and payment in full of the Bonds.
Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Dissemination
Agent is an "obligated person" under the Rule. If the Issuer does not provide the Dissemination Agent
with the Annual Issuer Report in accordance with subsection 3(a) or the Annual Collections Report in
accordance with subsection 5(a), the Dissemination Agent shall not be responsible for the failure to
submit an Annual Issuer Report or an Annual Collections Report, as applicable, to the MSRB. The
Dissemination Agent is not acting in a fiduciary capacity in connection with the performance of its
respective obligations hereunder.
The Dissemination Agent may, from time to time, consult with legal counsel of its own choosing
in the event of any disagreement or controversy, or question or doubt as to the construction of any of the
provisions hereof or its duties hereunder, and the Dissemination Agent shall not incur any liability and
shall be fully protected in acting in good faith upon the advice of such legal counsel.
11
4130-9653-5375.4
(b) The Administrator shall not have any duty with respect to the content of any disclosures
made pursuant to the terms hereof. The Administrator shall have only such duties as are specifically set
forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure
Agreement with respect to the Administrator. To the extent permitted by law, the Issuer agrees to hold
harmless the Administrator, its officers, directors, employees and agents, but only from Annual
Collection Costs collected from the property owners in Improvement Area#1, against any loss, expense
and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties
hereunder, including the costs and expenses (including reasonable attorneys' fees) of defending against
any claim of liability, but excluding liabilities due to the Administrator's negligence or willful
misconduct; provided, however,that nothing herein shall be construed to require the Issuer to indemnify
the Administrator for losses, expenses or liabilities arising from information provided to the
Administrator by third parties, or the failure of any third party to provide information to the
Administrator as and when required under this Disclosure Agreement, or the failure of the Developer to
provide information to the Administrator as and when required under the Disclosure Agreement of
Developer. The obligations of the Issuer under this Section shall survive resignation or removal of the
Administrator and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be
construed to mean or to imply that the Administrator is an "obligated person" under the Rule. The
Administrator is not acting in a fiduciary capacity in connection with the performance of its respective
obligations hereunder. The Administrator shall not in any event incur any liability with respect to (i)
any action taken or omitted to be taken in good faith upon advice of legal counsel given with respect to
any question relating to duties and responsibilities of the Administrator hereunder, or (ii) any action
taken or omitted to be taken in reliance upon any document delivered to the Administrator and believed
to be genuine and to have been signed or presented by the proper party or parties.
The Administrator may, from time to time, consult with legal counsel of its own choosing in the
event of any disagreement or controversy, or question or doubt as to the construction of any of the
provisions hereof or its duties hereunder, and the Administrator shall not incur any liability and shall be
fully protected in acting in good faith upon the advice of such legal counsel.
(c) UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE
ADMINISTRATOR, OR THE ISSUER BE LIABLE TO THE OWNER 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 ANY PARTY TO THIS
DISCLOSURE AGREEMENT,WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, 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. THE DISSEMINATION AGENT AND THE ADMINISTRATOR ARE UNDER
NO OBLIGATION NOR ARE THEY REQUIRED TO BRING SUCH AN ACTION.
SECTION 13. Assessment Timeline. The basic expected timeline for the collection of
Assessments and the anticipated procedures for pursuing the collection of delinquent Assessments is set
forth in Exhibit D which is intended to illustrate the general procedures expected to be followed in
enforcing the payment of delinquent Assessments. Failure to adhere to such expected timeline shall not
constitute a default by the Issuer under this Disclosure Agreement,the Indenture,the Bonds, or any other
document related to the Bonds.
12
4130-9653-5375.4
SECTION 14. No Personal Liability. No covenant, stipulation, obligation or agreement of
the Issuer, the Administrator, or the Dissemination Agent contained in this Disclosure Agreement shall
be deemed to be a covenant, stipulation, obligation or agreement of any present or future council
members, officer, agent or employee of the Issuer, the Administrator, or the Dissemination Agent in
other than that person's official capacity.
SECTION 15. Severability. In case any section or provision of this Disclosure Agreement,
or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered
into, or taken thereunder or any application thereof, is for any reasons held to be illegal or invalid, such
illegality or invalidity shall not affect the remainder thereof or any other section or provision thereof or
any other covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed,
entered into, or taken thereunder (except to the extent that such remainder or section or provision or
other covenant, stipulation, obligation, agreement, act or action, or part thereof is wholly dependent for
its operation on the provision determined to be invalid), which shall be construed and enforced as if such
illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any
application thereof affect any legal and valid application thereof, and each such section, provision,
covenant, stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be effective,
operative, made, entered into or taken in the manner and to the full extent permitted by law.
SECTION 16. Sovereign Immunity. The Dissemination Agent and the Administrator agree
that nothing in this Disclosure Agreement shall constitute or be construed as a waiver of the Issuer's
sovereign or governmental immunities regarding liability or suit.
SECTION 17. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of
the Issuer, the Administrator, the Dissemination Agent, and the Owners and the beneficial owners from
time to time of the Bonds, and shall create no rights in any other person or entity. Nothing in this
Disclosure Agreement is intended or shall act to disclaim, waive or otherwise limit the duties of the
Issuer under federal and state securities laws.
SECTION 18. Dissemination Agent and Administrator Compensation. The fees and
expenses incurred by the Dissemination Agent and the Administrator for their respective services
rendered in accordance with this Disclosure Agreement constitute Annual Collection Costs and will be
included in the Annual Installments as provided in the annual updates to the Service and Assessment
Plan. The Issuer shall pay or reimburse the Dissemination Agent and the Administrator, but only with
funds to be provided from the Annual Collection Costs component of the Annual Installments collected
from the property owners in Improvement Area#1,for the fees and expenses for their respective services
rendered in accordance with this Disclosure Agreement.
SECTION 19. Statutory Verifications. The Dissemination Agent and the Administrator,
each individually, make the following representation and verifications to enable the Issuer to comply
with Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the
"Government Code"), in entering into this Disclosure Agreement. As used in such verifications,
,,affiliate" means an entity that controls, is controlled by, or is under common control with the
Dissemination Agent or the Administrator, as the case may be, within the meaning of SEC Rule 405, 17
C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification prior to the
expiration or earlier termination of this Disclosure Agreement shall survive until barred by the applicable
13
4130-9653-5375.4
statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Disclosure
Agreement, notwithstanding anything in this Disclosure Agreement to the contrary.
(a) Not a Sanctioned Company. The Dissemination Agent and the Administrator, each
individually, represents that neither it nor any of its parent company, wholly- or majority-owned
subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas
Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The
foregoing representation excludes the Dissemination Agent and the Administrator and each of its parent
company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States
government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan
or Iran or any federal sanctions regime relating to a foreign terrorist organization.
(b) No Boycott o Israel. The Dissemination Agent and the Administrator, each individually,
hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other
affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Disclosure
Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section
2271.001, Government Code.
(c) No Discrimination Against Firearm Entities. The Dissemination Agent and the
Administrator, each individually, hereby verifies that it and its parent company, wholly- or majority-
owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association and will not discriminate against a
firearm entity or firearm trade association during the term of this Disclosure Agreement. As used in the
foregoing verification, "discriminate against a firearm entity or firearm trade association" has the
meaning provided in Section 2274.001(3), Government Code.
(d) No Boycott ofEneM Companies. The Dissemination Agent and the Administrator, each
individually, hereby verifies that it and its parent company,wholly-or majority-owned subsidiaries, and
other affiliates, if any, do not boycott energy companies and will not boycott energy companies during
the term of this Disclosure Agreement. As used in the foregoing verification, "boycott energy
companies" has the meaning provided in Section 2276.001(l), Government Code.
SECTION 20. Disclosure of Interested Parties. Pursuant to Section 2252.908(c)(4), Texas
Government Code, as amended,the Dissemination Agent hereby certifies it is a publicly traded business
entity and is not required to file a Certificate of Interested Parties Form 1295 related to this Disclosure
Agreement. Submitted herewith is a completed Form 1295 in connection with the Administrator's
participation in the execution of this Disclosure Agreement generated by the Texas Ethics Commission's
(the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the
Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The Issuer hereby
confirms receipt of the Form 1295 from the Administrator, and the Issuer agrees to acknowledge such
form with the TEC through its electronic filing application not later than the thirtieth(30th) day after the
receipt of such form. The Administrator and the Issuer understand and agree that, with the exception of
information identifying the Issuer and the contract identification number, neither the Issuer nor its
consultants are responsible for the information contained in the Form 1295; that the information
contained in the Form 1295 has been provided solely by the Administrator; and, neither the Issuer nor
its consultants have verified such information.
14
4130-9653-5375.4
SECTION 21. Governing Law and Venue. This Disclosure Agreement shall be governed by
the laws of the State of Texas. Venue of any action to enforce the rights and privileges existing under
this Disclosure Agreement shall be brought in the state district court of Nueces County, Texas.
SECTION 22. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument. The Issuer, the Administrator, and the Dissemination Agent agree that electronic signatures
to this Disclosure Agreement may be regarded as original signatures.
Signature pages follow.
15
4130-9653-5375.4
CITY OF CORPUS CHRISTI, TEXAS
•
By:
C y Manager
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER
4130-9653-5375.4
BOKF,NA
(as Disse 'nation Agent)
By: 4 Nv
Authorized Officer
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER
4130-9653-5375.4
P3Works, LLC
(as Administrator)
y; Managing Partner
uthorize Officer
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER
4130-9653-5 75.4
EXHIBIT A
NOTICE TO MSRB OF FAILURE TO FILE
[ANNUAL ISSUER REPORT][ANNUAL COLLECTIONS REPORT]
[AUDITED/UNAUDITED FINANCIAL STATEMENTS]
Name of Issuer: City of Corpus Christi, Texas
Name of Bond Issue: Special Assessment Revenue Bonds, Series 2024
(Whitecap Public Improvement District No. 1 Improvement Area
91 Project) (the "Bonds")
CUSIP Nos. [insert CUSIP Nos.]
Date of Delivery: , 20
NOTICE IS HEREBY GIVEN that the City of Corpus Christi, Texas (the "Issuer"), has
not provided [an Annual Issuer Report][an Annual Collections Report][audited/unaudited
financial statements] with respect to the Bonds as required by the Continuing Disclosure
Agreement of Issuer dated as of October 1, 2024, by and among the Issuer, P3Works, LLC., as
"Administrator," and BOKF, NA, as "Dissemination Agent." The Issuer anticipates that [the
Annual Issuer Report][the Annual Collections Report][audited/unaudited financial statements]
will be filed by
Dated:
BOKF, NA, on behalf of the City of Corpus
Christi, Texas
(as Dissemination Agent)
By:
Title:
cc: City of Corpus Christi, Texas
A-I
4130-9653-5375.4
EXHIBIT B
CITY OF CORPUS CHRISTI, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA#1 PROJECT)
ANNUAL FINANCIAL INFORMATION*
Delivery Date: , 20
CUSIP Nos: [insert CUSIP Nos.]
DISSEMINATION AGENT
Name: BOKF, NA
Address: [ ]
City: [�
Telephone: O -
Contact Person: Attn:
Section 4(a)(i)(A)
BONDS OUTSTANDING
Original Outstanding Outstanding
Maturity Interest Principal Principal Interest
Date Rate Amount Amount Amount
Total
Section 4(a)(i)(B)
INVESTMENTS
Fund/ Investment Par Book Market
Account Name Description Value(') Value(') Value(')
According to account balance statement dated as of[insert date]as provided by the Trustee.
*Excluding audited financial statements ofthe Issuer
B-1
4130-9653-5375.4
Section 4(a)(i)(C)
ASSETS AND LIABILITIES OF TRUST ESTATE
Cash Position of Trust Estate for statements dated Se tember 30,20[ ]
List of Funds/Accounts Held Under Indenture Amount In the Fund
Total A
Bond Principal Amount Outstanding B
Outstanding Assessment Amount to be collected C
Net Position of Trust Estate and Outstanding Bonds and A-B+C
Assessments
September 30,20[_] Trust Statements: ❑ Audited ❑ Unaudited
Accounting Type: ❑ Cash ❑ Accrual ❑ Modified Accrual
Section 4(a)(ii)
FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO THE ISSUER OF THE
GENERAL TYPE AND IN SUBSTANTIALLY SIMILAR FORM PROVIDED IN THE FOLLOWING
TABLES AS OF THE END OF THE FISCAL YEAR
Debt Service Requirements on the Bonds
Year Ending
(September 30) Principal Interest Total
Top [Five]Assessment Pavers in Improvement Area#1 lt>
Percentage of Outstanding Percentage of Total
Property Owner No. of Parcels/Lots Parcels/Lots Assessments Assessments
Does not include those owing less than one percent(1%)of total Assessments;may be fewer than five.
Assessed Value of Improvement Area#1 of the District
The [YEAR] certified total assessed value for the Assessed Property in Improvement Area#1 of the District
is approximately $[AMOUNT] according to the Nueces County Appraisal District.
B-2
4130-9653-5375.4
Foreclosure History Related to the Assessments for the Past Five Fiscal Years
Fiscal Delinquent Delinquent
Year Assessment Amount Parcels in Assessment Amount
Ended not in Foreclosure Foreclosure in Foreclosure Foreclosure Foreclosure Proceeds
9( / Proceedings Proceedings Proceedings Sales Received
20 $ $ $
20
20
20
20
[insert any necessary footnotes]
Collection and Delinquency History of Annual Installments for the Past Five Fiscal Years
Fiscal Year Total Annual Delinquent Delinquent Total
Ended Installment Parcels Amount as Delinquent Amount as of Delinquent% Assessments
9( / Billed Levied0) of 3/1 % as of 3/1 99/11 as of[9/11 Collected(')
20 $ $ % $ % $
20
20
20
20
(1)Pursuant to Section 31.031,Texas Tax Code,certain veterans,persons aged 65 or older,and the disabled,who qualify for an exemption under
either Section 11.13(c), 11.32,or 11.22,Texas Tax Code,are eligible to pay property taxes in four equal installments("Installment Payments").
Effective January 1,2018,pursuant to Section 31.031(a-1),Texas Tax Code,the Installment Payments are each due before February 1,April 1,
June 1,and August 1.Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date.
(2)[Does/does not]include interest and penalties.
Parcel Numbers for Delinquencies Equaling or Exceeding 10% of Annual Installments Due
For the past five Fiscal Years,if the total amount of delinquencies as of September 1 equals or exceeds ten
percent(10%)of the amount of Annual Installments due,a list of parcel numbers for which the Annual Installments
are delinquent.
Fiscal Year
Ended(9/30) Delinquent% as of 9/1 Parcel Numbers
20 %
20
20
20
20
History of Prepayment of Assessments for the Past Five Fiscal Years
Amount of
Number of Amount of Bonds
Fiscal Year Ended(9/30) Prepayments Prepayments Bond Call Date Redeemed
20 $ $
20
20
20
20
[insert any necessary footnotes]
ITEMS REQUIRED BY SECTION 4(a)(iii)-(iv)
[Insert a line item for each applicable listing]
B-3
4130-9653-5375.4
EXHIBIT C
CITY OF CORPUS CHRISTI, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024
(WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1
IMPROVEMENT AREA#1 PROJECT)
ANNUAL COLLECTIONS REPORT
Delivery Date: , 20
CUSIP Nos: [insert CUSIP Nos.]
DISSEMINATION AGENT
Name: BOKF, NA
Address: [ ]
City: [ Texas ]
Telephone: O -
Contact Person: Attn:
SELECT FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO
THE COLLECTION OF ASSESSMENTS COVERING THE PERIOD BEGINNING WITH
THE FIRST DAY OF THE FISCAL YEAR SUCCEEDING THE REPORTING FISCAL
YEAR THROUGH THE COLLECTIONS REPORTING DATE PROVIDED IN
COMPLIANCE WITH SUBSECTION 5(A) OF THE ISSUER'S DISCLOSURE
AGREEMENT
Foreclosure History Related To The Annual Installments(')
Delinquent Annual Delinquent Annual
Installment Amount Parcels in Installment Amount
Succeeding not in Foreclosure Foreclosure in Foreclosure Foreclosure Foreclosure Proceeds
Fiscal Year Proceedings Proceedings Proceedings Sales Received
20 $ $ $
(i) Period covered includes October 1,20 through March 1,20
C-1
4130-9653-5375.4
Collection and Delinquency of Annual Installments(i)
Total Annual Delinquent Total Annual
Succeeding Installments Parcels Amount as Delinquent% Installments
Fiscal Year Levied Levied(2) of 3/1 as of 3/1 Collected(')
20 $ $ % $
Period covered includes October 1,20 through March 1,20
«�Pursuant to Section 31.031,Texas Tax Code,certain veterans,persons aged 65 or older,and the disabled,who qualify for an exemption under
either Section 11.13(c), 11.32,or 11.22,Texas Tax Code,are eligible to pay property taxes in four equal installments("Installment Payments").
Effective January 1,2018,pursuant to Section 31.031(a-1),Texas Tax Code,the Installment Payments are each due before February 1,April 1,
June 1,and August 1.Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date.
3)[Does/does not]include interest and penalties.
Prepayment of Assessments(')
Amount of
Succeeding Number of Amount of Bonds
Fiscal Year Prepayments Prepayments Bond Call Date Redeemed
0)Period covered includes October 1,20 through March 1,20
C-2
4130-9653-5375.4
EXHIBIT D
BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS
AND PURSUIT OF DELINQUENCIES'
Delinquency
Date Clock(Days) Activity
January 31 Assessments are due.
February 1 1 Assessments delinquent if not received.
15 Upon receipt, but no later than February 15, Issuer forwards
payment to Trustee for all collections received, along with
detailed breakdown. Subsequent payments and relevant
details will follow monthly thereafter.
Issuer and/or Administrator should be aware of actual and
specific delinquencies.
Administrator should be aware if Reserve Fund needs to be
utilized for debt service payments during the corresponding
Fiscal Year.
Issuer and Administrator should determine if previously
collected surplus funds, if any, plus actual Annual
Installment collections will be fully adequate for debt service
in the corresponding March and September.
March 15 43/44 Trustee pays bond interest payments to Owners.
April 1 59/60 At this point,if total delinquencies are under 5%and if there
is adequate funding in the Pledged Revenue Fund for transfer
to the Principal and Interest Account for full September
payments, no further action is anticipated for collection of
Assessments except that the Issuer or Administrator,
working with the City Attorney or an appropriate designee,
will begin process to cure deficiency.
Issuer, or the Trustee on behalf of the Issuer, to notify
Dissemination Agent in writing of the occurrence of draw on
the Reserve Fund and, following receipt of such notice,
Dissemination Agent to notify MSRB of such draw or the
Reserve Fund.
July 1 152/153 If there are over 5% delinquencies or if there is
insufficient funding in the Pledged Revenue Fund for
Illustrates anticipated dates and procedures for pursuing the collection of delinquent Annual Installments of Assessments,which dates
and procedures shall be in accordance with Chapters 31,32,33, and 34, Texas Tax Code, as amended(the "Code"), and the Tax
Assessor/Collector's procedures,and are subject to adjustment by the Issuer. If the collection and delinquency procedures under the
Code are subsequently modified,whether due to an executive order of the Governor of Texas,an amendment to the Code,or otherwise,
such modifications shall control.
D-I
4130-9653-5375.4
transfer to the Principal and Interest Account of such
amounts as shall be required for the full September
payment, Issuer and/or Administrator to notify
Dissemination Agent in writing for inclusion in the next
Annual Report.
Preliminary Foreclosure activity commences in
accordance with Tax Assessor/Collector's procedures.
If Dissemination Agent has not received Foreclosure
Schedule and Plan of Collections, Dissemination Agent to
request same from the Issuer.
If the Issuer has not provided the Dissemination Agent with
Foreclosure Schedule and Plan of Collections,
Dissemination Agent requests that the Issuer commence
foreclosure or provide plan for collection.
August 15 197/198 The designated lawyers or law firm will be preparing the
formal foreclosure documents and will provide periodic
updates to the Dissemination Agent and the Trustee. The
goal for the foreclosure actions is a filing by no later than
August 15 (day 197/198).
Foreclosure action to be filed with the court as soon as
practicable, in accordance with the Tax
Assessor/Collector's procedures.
Issuer notifies Trustee and Dissemination Agent of
Foreclosure filing status in writing for inclusion in next
Annual Report.
A committee of not less than twenty-five percent (25%) of the Owners may request a meeting with the
Issuer to discuss the Issuer's actions in pursuing the repayment of any delinquencies. This would also occur
after day thirty (30) if it is apparent that a Reserve Fund draw is required. Further, if delinquencies exceed
five percent (5%), Owners may also request a meeting with the Issuer at any time to discuss the Issuer's
plan and progress on collection and foreclosure activity. If the Issuer is not diligently proceeding with the
foreclosure process, the Owners may seek an action for mandamus or specific performance to direct the
Issuer to pursue the collections of delinquent Annual Installments of Assessments.
D-2
4130-9653-5375.4
EXHIBIT D
2024 ANNUAL SERVICE PLAN UPDATE
139198996.6/1 001 1 86793 D-1
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CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
COUNTIES OF NUECES,ARANSAS, §
KLEBERG AND SAN PATRICIO §
CITY OF CORPUS CHRISTI §
THE UNDERSIGNED HEREBY CERTIFIES that:
1. On the 15th day of October, 2024, the City Council (the Governing Body) of the
City of Corpus Christi,Texas(the City) convened in regular session at its regular meeting place in
the City Hall of the City(the Meeting).
2. Among other business considered at the Meeting, the Whitecap Public
Improvement District No. 1 2024 Amended and Restated Service and Assessment Plan (the
Service and Assessment Plan)was introduced, submitted to,and approved by the Governing Body
in accordance with the City's Home Rule Charter as Exhibit D to Ordinance No. (the
Ordinance). 0/ 35 q Z
3. The Service and Assessment Plan, as attached hereto, is a true and correct copy of
the original on file in the official records of the City; the duty qualified and acting members of the
Governing Body of the City on the date of the Meeting were given actual notice of the time, place,
and purpose of the Meeting and had actual notice that the Ordinance and the Service and
Assessment Plan would be considered; and the Meeting and deliberation of the aforesaid public
business, was open to the public and written notice of said meeting, including the subject of the
Ordinance and the Service and Assessment Plan, was posted and given in advance thereof in
compliance with the provisions of Chapter 551, as amended,Texas Government Code.
[The remainder of this page left intentionally blank.]
203338965.3
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IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the
City, this 15th day of October, 2024.
ViOSecretary
City of Corpus Christi, Texas
(SEAL)
Signature page to the Secretary Certificate
S-1
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EXHIBIT A
Service and Assessment Plan
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WhitecapImprovementPublic
District No . 1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
OCTOBER 15, 2024
PVVA 1\1 S
O. RICHLAND HILLS,TX HOUSTON,
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TABLE OF CONTENTS
Tableof Contents............................................................................................................................ 1
Introduction.................................................................................................................................... 3
SectionI:Definitions....................................................................................................................... 5
SectionII:The District................................................................................................................... 13
Section III: Authorized Improvements.......................................................................................... 13
SectionIV: Service Plan................................................................................................................. 16
Section V:Assessment Plan .......................................................................................................... 16
Section VI:Terms of the Assessments.......................................................................................... 19
Section VII: Assessment Roll.........................................................................................................25
Section VIII: Additional Provisions................................................................................................26
Scheduleand Exhibits...................................................................................................................28
ScheduleI......................................................................................................................................29
Appendices.................................................................................................................................... 30
Exhibit A-1—Map of the District...................................................................................................31
Exhibit A-2—Plats of Improvement Area #1.................................................................................32
Exhibit A-3—Map of the Preserve................................................................................................41
Exhibit A-4—Map of Remainder Area..........................................................................................42
Exhibit A-5—Lot Type Classification Map.....................................................................................43
ExhibitB—Project Costs ...............................................................................................................44
ExhibitC—Service Plan.................................................................................................................45
Exhibit D—Sources and Uses of Funds.........................................................................................46
Exhibit E--Maximum Assessment and Tax Rate Equivalent........................................................47
Exhibit F-1—Improvement Area #1 Assessment Roll...................................................................48
Exhibit F-2—Improvement Area#1 Annual Installments.............................................................54
Exhibit G-1—Maps of Initial Common to All Improvements........................................................55
Exhibit G-2—Maps of Improvement Area#1 Improvements ...................................................... 56
Exhibit H—Form of Notice of Assessment Termination...............................................................60
Exhibit I—Debt Service Schedule for Improvement Area#1 Bonds ............................................63
Exhibit 1-1—District Legal Description.......................................................................................... 64
Exhibit 1-2—Improvement Area#1 Legal Description...................................................................65
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Exhibit J-3—The Preserve Legal Description................................................................................68
Appendix A—Engineer's Report...................................................................................................70
Appendix B—Buyer Disclosures....................................................................................................86
Will 1 111 ON
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INTRODUCTION
Capitalized terms used in this Amended and Restated Service and Assessment Plan shall have the
meanings given to them in Section I unless otherwise defined in this Amended and Restated
Service and Assessment Plan or unless the context in which a term is used clearly requires a
different meaning. Unless otherwise defined, a reference to a "Section," an "Exhibit," or an
"Appendix" shall be a reference to a Section of this Amended and Restated Service and
Assessment Plan or an Exhibit or Appendix attached to and made a part of this Amended and
Restated Service and Assessment Plan for all purposes.
The City Council passed and approved Resolution No. 032761 authorizing the establishment of
the District on May 17, 2022, in accordance with the PID Act, and recorded such Resolution in
the real property records of Nueces County, Texas, as Instrument No. 2022024701 on May 20
2022, and such authorization was effective upon approval of the Resolution in accordance with
the PID Act. The purpose of the District is to finance the Actual Costs of Authorized
Improvements that confer a special benefit on approximately 242.011 acres located within the
corporate limits of the City, as described by the legal description on Exhibit J-1 and depicted on
Exhibit A-1,
On February 20, 2024, the City approved the Service and Assessment Plan for the District by
adopting the 2024 Assessment Ordinance which approved the levy of Improvement Area #1
Assessments against Improvement Area #1 Assessed Property and approved the Improvement
Area #1 Assessment Roll.
This 2024 Amended and Restated Service and Assessment Plan serves to amend and restate the
Service and Assessment Plan in its entirety for the purposes of(1) issuing the Improvement Area
#1 Bonds and (2) updating the Improvement Area #1 Assessment Roll.
The PID Act requires a service plan must (i) cover a period of at least five years; (ii) define the
annual indebtedness and projected cost of the Authorized Improvements;and (iii) include a copy
of the notice form required by Section 5.014 of the Texas Property Code, as amended. The
Service Plan is contained in Section IV and the notice form is attached as Appendix B.
The PID Act requires that the Service Plan include an Assessment Plan that assesses the Actual
Costs of the Authorized Improvements against the Assessed Property within the District based
on the special benefits conferred on such property by the Authorized Improvements. The
Assessment Plan is contained in Section V.
The PID Act requires an Assessment Roll that states the Assessment against each Parcel
determined by the method chosen by the City Council. The Assessment against each Parcel of
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Assessed Property must be sufficient to pay the share of the Actual Costs of the Authorized
Improvements apportioned to such Parcel and cannot exceed the special benefit conferred on
the Parcel by such Authorized Improvements. The Improvement Area #1 Assessment Roll is
included as Exhibit F-1.
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SECTION I: DEFINITIONS
"2024 Assessment Ordinance" means Ordinance No. 033302 which was passed and adopted by
the City Council on February 20, 2024, and levied Improvement Area #1 Assessments against
Improvement Area#1 in the District.
"Actual Costs"mean,with respect to Authorized Improvements,the actual costs paid or incurred
by or on behalf of the Developer, (either directly or through affiliates), including: (1)the costs for
the design, planning, financing, administration/management, acquisition, installation,
construction and/or implementation of such Authorized Improvements; (2) the fees paid for
obtaining permits,licenses,or other governmental approvals for such Authorized Improvements;
(3)the costs for external professional services,such as engineering,geotechnical,surveying, land
planning, architectural landscapers, appraisals, legal, accounting, and similar professional
services;(4)the costs for all labor,bonds,and materials, including equipment and fixtures,owing
to contractors, builders, and materialmen engaged in connection with the acquisition,
construction, or implementation of the Authorized Improvements; (5) all related permitting and
public approval expenses, and architectural, engineering, consulting, and other governmental
fees and charges; and (6) costs to implement, administer, and manage the above-described
activities including, but not limited to,a construction management fee equal to four percent(4%)
of construction costs if managed by or on behalf of the Developer.
"Additional Interest" means the amount collected by the application of the Additional Interest
Rate.
"Additional Interest Rate" means the 0.50% additional interest rate that may be charged on
Assessments securing PID Bonds pursuant to Section 372.018 of the PID Act.
"Administrator" means the City or independent firm designated by the City who shall have the
responsibilities provided in this Amended and Restated Service and Assessment Plan, any
Indenture, or any other agreement or document approved by the City related to the duties and
responsibilities of the administration of the District. The initial Administrator is P3Works, LLC.
"Annual Collection Costs" mean the actual or budgeted costs and expenses related to the
operation of the District, including, but not limited to, costs and expenses for: (1) the
Administrator; (2) City staff; (3) legal counsel, engineers, accountants, financial advisors, and
other consultants engaged by the City; (4) calculating, collecting, and maintaining records with
respect to Assessments and Annual Installments,including the costs of foreclosure; (5)preparing
and maintaining records with respect to Assessment Rolls and Annual Service Plan Updates; (6)
paying and redeeming PID Bonds; (7) investing or depositing Assessments and Annual
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Installments; (8) complying with this Amended and Restated Service and Assessment Plan, the
PID Act, and any Indenture, with respect to the PID Bonds, including the City's continuing
disclosure requirements; and (9) the paying agent/registrar and Trustee in connection with PID
Bonds, including their respective legal counsel. Annual Collection Costs collected but not
expended in any year shall be carried forward and applied to reduce Annual Collection Costs for
subsequent years.
"Annual Installment" means the annual installment payment of an Assessment as calculated by
the Administrator and approved by the City Council, that includes: (1) principal; (2) interest; (3)
Annual Collection Costs;and (4)Additional Interest related to the PID Bonds.
"Annual Service Plan Update" means an update to this Amended and Restated Service and
Assessment Plan prepared no less frequently than annually by the Administrator and approved
by the City Council.
"Assessed Property"means any Parcel within the District against which an Assessment is levied.
"Assessment" means an assessment levied against Assessed Property and imposed pursuant to
an Assessment Ordinance and the provisions herein,as shown on an Assessment Roll,subject to
reallocation upon the subdivision of such Assessed Property or reduction according to the
provisions herein and in the PID Act.
"Assessment Ordinance" means one or more ordinances adopted by the City Council in
accordance with the PID Act that levies an Assessment on the Assessed Property, as shown on
any Assessment Roll.
"Assessment Plan" means the methodology employed to assess the Actual Costs of the
Authorized Improvements against the Assessed Property based on the special benefits conferred
on such property by the Authorized Improvements, more specifically set forth and described in
Section V.
"Assessment Roll" means any assessment roll for the Assessed Property, including the
Improvement Area #1 Assessment Roll, as updated, modified or amended from time to time in
accordance with the procedures set forth herein and in the PID Act, including updates prepared
in connection with the issuance of PID Bonds or in any Annual Service Plan Updates.
"Authorized Improvements"means the improvements authorized by Section 372.003 of the PID
Act, including the Common to All Improvements,the Improvement Area#1 Improvements, Bond
Issuance Costs, and deposit to administrative fund, and described in Sections 111.A, Section 111.6,
Section III.C, and Section 111.E as further depicted on Exhibits G-1 and G-2.
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"Bond Issuance Costs" means the costs associated with issuing PID Bonds, including, but not
limited to, attorney fees, financial advisory fees, consultant fees, appraisal fees, printing costs,
publication costs, capitalized interest, reserve fund requirements, underwriter's discount, fees
charged by the Texas Attorney General, and any other cost or expense incurred by the City
directly associated with the issuance of any series of PID Bonds.
"City"means the City of Corpus Christi,Texas.
"City Council" means the governing body of the City.
"Common to All Improvements" means those certain Authorized Improvements that confer a
special benefit to all of the property within the District, excluding Non-Benefited Property. The
Common to All Improvements includes the Initial Common to All Improvements as well as future
improvements that are to be determined and identified in future updates to this Amended and
Restated Service and Assessment Plan.
"County" means Nueces County,Texas.
"Delinquent Collection Costs" mean costs directly or indirectly related to the foreclosure on
Assessed Property and the costs of collection of delinquent Assessments, delinquent Annual
Installments, or any other delinquent amounts due under this Amended and Restated Service
and Assessment Plan, including penalties and reasonable attorney's fees actually paid, but
excluding amounts representing interest and penalty interest.
"Developer" means Ashlar Interests, LLC and any successors or assigns thereof, engaged by the
Owner to develop the property in the District for the ultimate purpose of transferring title to end
users.
"Development Agreement" means the Development Agreement— Whitecap North Padre Island
by and between the Developer and the City related to the development of property within the
PID, as the same may be amended from time to time.
"District" means the Whitecap Public Improvement District No. 1 containing approximately
242.011 acres located within the corporate limits of the City, and more specifically described in
Exhibit J-1 and depicted on Exhibit A-1.
"District Formation Costs" means the costs associated with forming the District, including, but
not limited to, attorney fees, and any other cost or expense incurred by the Owner, Developer,
or the City that are directly associated with the establishment of the District.
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"Engineer's Report" means the report provided by a licensed professional engineer that
describes the Authorized Improvements, including their costs, location, and benefit, and is
attached hereto as Appendix A.
"Estimated Buildout Value" means the estimated value of an Assessed Property with fully
constructed buildings, as provided by the Developer and confirmed by the City Council, by
considering such factors as density, lot size, proximity to amenities, view premiums, location,
market conditions, historical sales, builder contracts, discussions with homebuilders, reports
from third party consultants, or any other factors that, in the judgment of the City, may impact
value.The Estimated Buildout Value for each Lot Type is shown on Exhibit E.
"Improvement Area #1" means approximately 55.67 acres located within the District, more
specifically described in Exhibit J-2 and Exhibit J-3 and depicted on Exhibit A-2 and Exhibit A-3..
"Improvement Area#1 Annual Installment" means the Annual Installment of the Improvement
Area #1 Assessment as calculated by the Administrator and approved by the City Council, that
includes: (1) principal; (2) interest; (3) Annual Collection Costs related to Improvement Area #1;
and (4) Additional Interest related to any series of PID Bonds secured by all or a portion of the
Improvement Area#1 Assessment, if applicable.
"Improvement Area #1 Assessed Property" means any Parcel within Improvement Area #1
against which an Improvement Area#1 Assessment is levied,
"Improvement Area#1 Assessment" means an Assessment levied against Improvement Area#1
Assessed Property, related to the Improvement Area#1 Authorized Improvements, and imposed
pursuant to an Assessment Ordinance and the provisions herein,as shown on the Improvement
Area #1 Assessment Roll, subject to reallocation or reduction in accordance with the provisions
set forth in Section VI herein and in the PID Act.
"Improvement Area#1 Assessment Roll" means the Assessment Roll for the Improvement Area
#1 Assessed Property, as updated, modified, or amended from time to time in accordance with
the procedures set forth herein and in the PID Act, including any updates prepared in connection
with the issuance of PID Bonds or any Annual Service Plan Updates. The Improvement Area #1
Assessment Roll is included in this Amended and Restated Service and Assessment Plan as Exhibit
F-1.
"Improvement Area #1 Authorized Improvements" means collectively, (1) the Improvement
Area #1 Improvements; (2) Improvement Area #1's share of the Initial Common to All
Improvements;(3)the first year's Annual Collection Costs related Improvement Area#1; and (4)
Bond Issuance Costs incurred in connection with the issuance of any series of PID Bonds secured
by all or a portion of the Improvement Area#1 Assessment, if applicable.
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"Improvement Area #1 Bonds" means those certain "City of Corpus Christi, Texas, Special
Assessment Revenue Bonds, Series 2024 (Whitecap Public Improvement District No. 1
Improvement Area#1 Project)"that are secured by Improvement Area #1 Assessments.
"Improvement Area#1 Improvements"means the Authorized Improvements which only benefit
the Improvement Area #1 Assessed Property, as further described in Section III.A and depicted
on Exhibit G-2.
"Improvement Area#1 Initial Parcel" means all of the Improvement Area #1 Assessed Property
against which the entire Improvement Area #1 Assessment is levied, as shown on the
Improvement Area#1 Assessment Roll.
"Improvement Area #1 Reimbursement Obligation" means the amount shown on Schedule
secured by Improvement Area #1 Assessments to be paid to the Developer under the
Reimbursement Agreement. The Annual Installments for the Improvement Area #1
Reimbursement Obligation are shown on Exhibit I. If the City issues one or more series of PID
Bonds secured by Improvement Area #1 Assessments, then the net proceeds of such PID Bonds
shall be used to refinance all or a portion of the outstanding Improvement Area #1
Reimbursement Obligation.
"Indenture" means an indenture of trust entered into between the City and the Trustee in
connection with the issuance of each series of PID Bonds, as amended from time to time, setting
forth the terms and conditions related to a series of PID Bonds.
"Initial Common to All Improvements" means the Common to All Improvements installed with
Improvement Area#1, as further described in Section III.B. and depicted on Exhibit G-1.
"Lot"means(1)for any portion of the District forwhich a final subdivision plat has been recorded
in the plat or official public records of the County, a tract of land described by "lot" in such
subdivision plat; and (2) for any portion of the District for which a subdivision plat has not been
recorded in the plat or official public records of the County, a tract of land anticipated to be
described as a "lot" in a final recorded subdivision plat as shown on a concept plan or a
preliminary plat. A "Lot" shall not include real property owned by a government entity, even if
such property is designated as a separate described tract or lot on a recorded subdivision plat.
"Lot Type" means a classification of final building Lots with similar characteristics (e.g. lot size,
home product, Estimated Buildout Value, etc.), as determined by the Administrator and
confirmed by the City Council. In the case of single-family residential Lots, the Lot Type shall be
further defined by classifying the residential Lots by the Estimated Buildout Value of the Lot as
provided by the Developer, and confirmed by the City Council, as shown on Exhibit H.
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"Lot Type 1" means a Lot within Improvement Area #1 marketed to homebuilders as a Villa Lot.
The buyer disclosure for Lot Type 1 is attached as Appendix B-2.
"Lot Type 2"means a Lot within Improvement Area#1 marketed to homebuilders as a Villa+ Lot.
The buyer disclosure for Lot Type 2 is attached as Appendix B-3.
"Lot Type 3" means a Lot within Improvement Area #1 marketed to homebuilders as a Standard
Lot.The buyer disclosure for Lot Type 3 is attached as Appendix B-4.
"Lot Type 4" means a Lot within Improvement Area#1 marketed to homebuilders as a Standard
+ Lot.The buyer disclosure for Lot Type 4 is attached as Appendix B-5.
"Lot Type 5" means a Lot within Improvement Area #1 marketed to homebuilders as a Medium
Lot.The buyer disclosure for Lot Type 5 is attached as Appendix B-6.
"Lot Type 6" means a Lot within Improvement Area #1 marketed to homebuilders as a Medium
+ Lot.The buyer disclosure for Lot Type 6 is attached as Appendix B-7.
"Lot Type 7" means a Lot within Improvement Area #1 marketed to homebuilders as a Large +
Lot.The buyer disclosure for Lot Type 7 is attached as Appendix B-8.
"Maximum Assessment" means, for each Lot, an Assessment equal to the lesser of (1) the
amount calculated pursuant to Section VI.A, or (2) for each Lot Type, the amount shown on
Exhibit E.
"Non-Benefited Property" means Parcels within the boundaries of the District that accrue no
special benefit from the Authorized Improvements as determined by the City Council, and are
not assessed.
"Notice of Assessment Termination" means a document that shall be recorded in the official
public records of the County evidencing the termination of an Assessment, a form of which is
attached as Exhibit H.
"Owner" or "Owners" means Diamond Beach Holdings, LLC and any successors or assigns
thereof.
"Parcel"or"Parcels"means a specific property within the District identified by either a tax parcel
identification number assigned by the Nueces Central Appraisal District for real property tax
purposes, by legal description, or by lot and block number in a final subdivision plat recorded in
the official public records of the County, or by any other means determined by the City.
"PID Act"means Chapter 372,Texas Local Government Code, as amended.
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
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"PID Bonds" means any bonds issued by the City in one or more series and secured in whole or
in part by Assessments.
"Prepayment" means the payment of all or a portion of an Assessment before the due date of
the final Annual Installment thereof. Amounts received at the time of a Prepayment which
represent a payment of principal, interest, or penalties on a delinquent installment of an
Assessment are not to be considered a Prepayment,but rather are to be treated as the payment
of the regularly scheduled Annual Installment.
"Prepayment Costs" means interest, including Additional Interest and Annual Collection Costs,
to the date of Prepayment.
"Preserve" means approximately 4.64 acres located within the District more specifically
described in Exhibit J-3 and depicted on Exhibit A-3.The Preserve is the location of all Common
to All Improvements, and is considered Non-Benefited Property.
"Private Improvements"means improvements required to be constructed by the Developer that
are not Authorized Improvements but are required to reach final Lot completion.
"Reimbursement Agreement" means that certain "PID Reimbursement Agreement Whitecap
Public Improvement District," effective February 20,2024, entered into by and between the City
and Developer in which: (1) the Developer on behalf of the Owner agrees to construct the
Authorized Improvements, including the Common to All Improvements and Improvement Area
#1 Improvements, and to fund certain Actual Costs of Authorized Improvements; (2) the City
agrees to reimburse the Developer for Actual Costs of the Authorized Improvements solely from
the revenue collected by the City from Assessments, including Annual Installments thereof,
and/or from the net proceeds of PID Bonds, if issued; and (3) provides for the terms of payment
of principal plus interest on each Reimbursement Obligation shown on Schedule I.
"Reimbursement Obligation" means a reimbursement obligation, including but not limited to
the Improvement Area #1 Reimbursement Obligation, related to Actual Costs of Authorized
Improvements to be paid to the Developer under the terms of the Reimbursement Agreement.
Each Reimbursement Obligation shall be set forth on Schedule I attached to this Amended and
Restated Service and Assessment Plan, and will be updated at the adoption of each Assessment
Ordinance. Schedule I will be updated as part of the update to this Amended and Restated
Service and Assessment Plan (1)each time the City levies an Assessment, (2)when PID Bonds are
issued, or(3) with each Annual Service Plan Update to reflect annual principal paid with Annual
Installments collected.
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"Remainder Area" means approximately 181.701 acres located within the District and entirely
outside of Improvement Area#t1 and the Preserve, and depicted on Exhibit A-4,to be developed
as one or more future improvement areas.
"Service and Assessment Plan" means the Whitecap Public Improvement District No. 1 Service
and Assessment Plan approved by City Council on February 20, 2024, by the 2024 Assessment
Ordinance.
"Service Plan" means the plan described in Section IV which covers a period of at least five years
and defines the annual indebtedness and projected costs of the Authorized Improvements.
"Trustee" means the trustee or successor trustee under an Indenture.
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SECTION II: THE DISTRICT
The District includes approximately 242,011 contiguous acres located within the corporate limits
of the City,the boundaries of which are more particularly described on Exhibit J-1 and depicted
on Exhibit A-1. Development of the District is anticipated to include approximately 620 Lots
developed with single-family homes, and 50.3 acres of commercial space.
Improvement Area#1 includes approximately 55.67 acres located within the corporate limits of
the City, the boundaries of which are more particularly described on Exhibit J-2 and Exhibit J-3
and depicted on Exhibit A-2 and Exhibit A-3. Improvement Area #1 is preliminarily platted and
includes 199 Lots developed with single-family homes (21 single-family homes that are on Lots
classified as Lot Type 1,45 single-family homes that are on Lots classified as Lot Type 2,9 single-
family homes that are on Lots classified as Lot Type 3, 93 single-family homes that are on Lots
classified as Lot Type 4, 15 single-family homes that are on Lots classified as Lot Type 5,9 single-
family homes that are on Lots classified as Lot Type 6,and 7 single-family homes that are on Lots
classified as Lot Type 7.) Final platting will be completed when infrastructure is dedicated to the
City.
The Remainder Area includes approximately 181.701 contiguous acres located within the
corporate limits of the City, the boundaries of which are depicted on Exhibit A-4. Development
of the Remainder Area is anticipated to include approximately 421 Lots developed with single-
family homes and 50.3 acres of commercial space.
SECTION III: AUTHORIZED IMPROVEMENTS
Based on information provided by the Developer and its engineer and reviewed by the City staff
and by third-party consultants retained by the City, the City has determined that the Authorized
Improvements confer a special benefit on the Assessed Property. Authorized Improvements will
be designed and constructed in accordance with the City's standards and specifications and will
be owned and operated by the City or maintained by the owner's association.The budget for the
Authorized Improvements is shown on Exhibit B.As the Remainder Area is subdivided into future
improvement areas,the costs of the Authorized Improvements, including additional Common to
All Improvements that specially benefit such future improvement areas,will be determined and
identified in updates to this Amended and Restated Service and Assessment Plan when
Assessments relating to Authorized Improvements benefitting such future improvement areas
are levied.
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A. Initial Common to All Improvements
■ Preserve
Preserve Improvements—Improvements within or relating to the approximate 4.64 acre
public park and open space to be known as the "Preserve" including installation of
entryway monuments, signage, lighting, hardscape, screening walls, trails, sidewalks,
pathways, playgrounds, furnishings, and irrigation systems. The Preserve Improvements
will benefit all property within the District and will be owned by the City and maintained
by one or more owner's associations as set forth in the Development Agreement.
■ Soft Costs
Costs related to designing, constructing, and installing the Initial Common to All
Improvements including land planning and design, City fees, engineering, soil testing,
survey, construction management,contingency, legal fees, and consultant fees.
B. Improvement Area #1 Improvements
■ Streets
Improvements including subgrade stabilization, concrete and reinforcing steel for
roadways, testing, handicapped ramps, and streetlights. All related earthwork,
excavation, erosion control, retaining walls, intersections, signage, lighting and re-
vegetation of all disturbed areas within the right-of-way are included. The street
improvements will provide benefit to each Lot within Improvement Area #1.
■ Drainage
Improvements including earthen channels, swales, curb and drop inlets, RCP piping and
boxes, headwalls, concrete flumes, rock rip rap, concrete outfalls, and testing as well as
all related earthwork, excavation, erosion control and all necessary appurtenances
required to provide storm drainage for all Lots within Improvement Area #1.
■ Water
Improvements including trench excavation and embedment, trench safety, PVC piping,
manholes, service connections, testing, related earthwork, excavation, erosion control
and all necessary appurtenances required to provide water service to all Lots within
Improvement Area#1.
■ Wastewater
Improvements including trench excavation and embedment, trench safety, PVC piping,
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ductile iron encasement, boring, manholes, service connections, testing, related
earthwork, excavation, erosion control and all necessary appurtenances required to
provide wastewater service to all Lots within Improvement Area #1.
■ Soft Costs
Costs related to designing, constructing, and installing the Improvement Area #1
Improvements including land planning and design, City fees, engineering, soil testing,
survey, construction management, contingency, legal fees, District Formation Costs, and
consultant fees.
C. Bond Issuance Costs
■ Debt Service Reserve Fund
Equals the amount to be deposited in a debt service reserve fund under an applicable
Indenture in connection with the issuance of PID Bonds.
■ Capitalized Interest
Equals the amount required to be deposited for the purpose of paying capitalized interest
on a series of PID Bonds under an applicable Indenture in connection with the issuance of
such PID Bonds.
■ Underwriter's Discount
Equals a percentage of the par amount of a particular series of PID Bonds related to the
costs of underwriting such PID Bonds.
■ Costs of Issuance
Includes costs of issuing a particular series of PID Bonds,including but not limited to issuer
fees, attorney's fees, financial advisory fees, consultant fees, appraisal fees, printing
costs, publication costs,City's costs,fees charged by the Texas Attorney General,and any
other cost or expense directly associated with the issuance of PID Bonds.
D. Other Costs
■ Deposit to Administrative Fund
Equals the amount necessary to fund the first year's Annual Collection Costs for a
particular series of PID Bonds.
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SECTION IV: SERVICE PLAN
The PID Act requires the Service Plan to cover a period of at least five years. The Service Plan is
required to define the annual projected costs and indebtedness for the Authorized
Improvements undertaken within the District during the five-year period. The Service Plan is also
required to include a copy of the buyer disclosure notice form required by Section 5.014 of the
Texas Property Code, as amended. The Service Plan must be reviewed and updated in each
Annual Service Plan Update. Exhibit C summarizes the initial Service Plan for Improvement Area
#1. Per the PID Act and Section 5.014 of the Texas Property Code, as amended, this Amended
and Restated Service and Assessment Plan, and any future Annual Service Plan Updates, shall
include a form of the buyer disclosure for the District.The buyer disclosures are attached hereto
as Appendix B.
Exhibit D summarizes the sources and uses of funds required to construct the Authorized
Improvements and Private Improvements. The sources and uses of funds shown on Exhibit D
shall be updated in an Annual Service Plan Update to show the amount required to fund the
required reserves and to reflect any budget revisions at the time the PID Bonds are issued.
SECTION V: ASSESSMENT PLAN
The PID Act allows the City Council to apportion the costs of the Authorized Improvements to the
Assessed Property based on the special benefit received from the Authorized Improvements.The
PID Act provides that such costs may be apportioned: (1) equally per front foot or square foot;
(2)according to the value of property as determined by the City Council,with or without regard
to improvements constructed on the property; or (3) in any other manner approved by the City
Council that results in imposing equal shares of such costs on property similarly benefited. The
PID Act further provides that the City Council may establish by ordinance or order reasonable
classifications and formulas for the apportionment of the cost between the City and the area to
be assessed and the methods of assessing the special benefits for various classes of
improvements.
This section of this Amended and Restated Service and Assessment Plan describes the special
benefit received by each Parcel within the District as a result of the Authorized Improvements
and provides the basis and justification for the determination that this special benefit equals or
exceeds the amount of the Assessments to be levied on the Assessed Property for such
Authorized Improvements.
The determination by the City Council of the assessment methodologies set forth below is the
result of the discretionary exercise by the City Council of its legislative authority and
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governmental powers and is conclusive and binding on the Owner, developers, and all future
owners and developers of the Assessed Property.
A. Assessment Methodology
Acting in its legislative capacity and based on information provided by the Developer and its
engineer and reviewed by the City staff and by third-party consultants retained by the City, the
City Council has determined that the costs related to the Authorized Improvements shall be
allocated as follows:
■ The costs of the improvement Area #1 Authorized Improvements were allocated to each
Parcel within Improvement Area#1 based on the ratio of the Estimated Buildout Value of
each Parcel designated as Improvement Area #1 Assessed Property to the Estimated
Buildout Value of all Improvement Area #1 Assessed Property. Currently, the
Improvement Area#1 Initial Parcel is the only Parcel within Improvement Area#1,and as
such, the Improvement Area #1 Initial Parcel is allocated 100%of the Improvement Area
#1 Authorized Improvements.
■ The costs of the Initial Common to All Improvements were allocated to Improvement Area
#1 and the Remainder Area based upon the acreage of each Parcel or Assessed Property
within Improvement Area #1 and the Remainder Area, as applicable,to the total acreage
of Improvement Area #1 and the Remainder Area. The Remainder Area is allocated
76.45% of the Initial Common to All Improvements costs, and Improvement Area #1 is
allocated 23.55% of the Initial Common to All Improvements costs. The Remainder Area
and Improvement Area #1's shares of the Initial Common to All Improvement costs are
illustrated in Exhibit B.
B. Assessments
The Improvement Area#1 Assessment has been levied on the Improvement Area 41 Initial Parcel
in the amount shown on the Improvement Area#1 Assessment Roll, attached hereto as Exhibit
F-1. The projected Improvement Area #1 Annual Installments are shown on Exhibit F-2. Upon
division or subdivision of the Improvement Area #1 Initial Parcel, the Improvement Area #1
Assessment will be reallocated pursuant to Section VI,
The Maximum Assessment for each Lot Type is shown on Exhibit E. In no case will the Assessment
for Lots classified as Lot Type 1., Lot Type 2, Lot Type 3, Lot Type 4, Lot Type 5, Lot Type 6 or Lot
Type 7,respectively,exceed the corresponding Maximum Assessment for each Lot classification.
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C. Findings of Special Benefit
Acting in its legislative capacity and based on information provided by the Developer and its
engineer and reviewed by the City staff and by third-party consultants retained by the City, the
City Council has found and determined the following:
■ Improvement Area#1
■ The costs of the Improvement Area #1 Authorized Improvements at the time the
Service and Assessment Plan was approved equaled $31,943,908;
■ The Improvement Area #1 Assessed Property receives special benefit from the
Improvement Area #1 Authorized Improvements equal to or greater than the
Actual Cost of the Improvement Area#1 Authorized Improvements;
■ The Improvement Area #1 Initial Parcel was allocated 100%of the Improvement
Area #1 Assessment levied for the Improvement Area #1 Authorized
Improvements, which equals$23,856,000;
■ The special benefit ($31,943,908) received by the Improvement Area #1 Initial
Parcel from the Improvement Area #1 Authorized Improvements is equal to or
greater than the amount of the Improvement Area #1 Assessment ($23,856,000)
levied on the Improvement Area #1 Initial Parcel for the Improvement Area #1
Authorized Improvements; and
■ At the time the City Council approved the Service and Assessment Plan,the Owner
owned 100% of the Improvement Area #1 Initial Parcel. In a landowner consent
certificate executed by the Owner and filed with the County Clerk of the County,
the Owner acknowledged that the Improvement Area #1 Authorized
Improvements confer a special benefit on the Improvement Area #1 Initial Parcel
and consented to the imposition of the Improvement Area #1 Assessment to pay
for the Actual Costs associated therewith. The Owner ratified, confirmed,
accepted,agreed to,and approved:(1)the determinations and findings by the City
Council as to the special benefits described herein and the 2024 Assessment
Ordinance; (2) the Service and Assessment Plan and the 2024 Assessment
Ordinance; and (3) the levying of the Improvement Area #1 Assessment on the
Improvement Area#1 Initial Parcel.
D. Annual Collection Costs
The Annual Collection Costs shall be paid for annually by the owner of each Assessed Property
pro rata based on the ratio of the amount of outstanding Assessment remaining on the Assessed
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Property to the total outstanding Assessment. The Annual Collection Costs shall be collected as
part of and in the same manner as Annual Installments in the amounts shown on the Assessment
Roll, which may be revised based on Actual Costs incurred in Annual Service Plan Updates,
E. Additional Interest
The interest rate on Assessments securing each respective series of PID Bonds may exceed the
interest rate on each respective series of PID Bonds by the Additional Interest Rate.To the extent
required by any Indenture, Additional Interest shall be collected as part of each Annual
Installment and shall be deposited pursuant to the applicable Indenture.
SECTION VI:TERMS OF THE ASSESSMENTS
Any reallocation of Assessments as described in this Section VI shall be considered an
administrative action of the City and will not be subject to the notice or public hearing
requirements under the PID Act.
A. Reallocation of Assessments
1. Upon Division Prior to Recording of Subdivision Plot
Upon the division of any Assessed Property (without the recording of a subdivision plat),
the Administrator shall reallocate the Assessment for the Assessed Property prior to the
division among the newly divided Assessed Properties according to the following formula:
A= Bx(C, D)
Where the terms have the following meanings:
A=the Assessment for the newly divided Assessed Property
B =the Assessment for the Assessed Property prior to division
C=the Estimated Buildout Value of the newly divided Assessed Property
D =the sum of the Estimated Buildout Value for all of the newly divided Assessed
Properties
The calculation of the Assessment of an Assessed Property shall be performed by the
Administrator and shall be based on the Estimated Buildout Value of that Assessed
Property, as provided by the Developer, relying on information from homebuilders,
market studies, appraisals, official public records of the County, and any other relevant
information regarding the Assessed Property.The Estimated Buildout Values for Lot Type
1, Lot Type 2, Lot Type 3, Lot Type 4, Lot Type 5, Lot Type 6, and Lot Type 7 are shown on
Exhibit E and will not change in future Annual Service Plan Updates but Exhibit E may be
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updated in future Annual Service Plan Updates to account for additional Lot Types. The
calculation as confirmed by the City Council shall be conclusive and binding.
The sum of the Assessments for all newly divided Assessed Properties shall equal the
Assessment for the Assessed Property prior to subdivision. The calculation shall be made
separately for each newly divided Assessed Property. The reallocation of an Assessment
for an Assessed Property that is a homestead under Texas law may not exceed the
Assessment prior to the reallocation. Any reallocation pursuant to this section shall be
reflected in the Annual Service Plan Update immediately following such reallocation.
2. Upon Subdivision by a Recorded Subdivision Plat
Upon the subdivision of any Assessed Property based on a recorded subdivision plat, the
Administrator shall reallocate the Assessment for the Assessed Property prior to the
subdivision among the new subdivided Lots based on Estimated Buildout Value according
to the following formula:
A= [B x(C_ D)J/E
Where the terms have the following meanings:
A=the Assessment for the newly subdivided Lot
B=the Assessment for the Parcel prior to subdivision
C=the sum of the Estimated Buildout Value of all newly subdivided Lots with the
same Lot Type
D = the sum of the Estimated Buildout Value for all of the newly subdivided Lots
excluding Non-Benefited Property
E=the number of newly subdivided Lots with the same Lot Type
Prior to the recording of a subdivision plat, the Developer shall provide the City an
Estimated Buildout Value as of the date of the recorded subdivision plat for each Lot
created by the recorded subdivision plat. The calculation of the Assessment for a Lot shall
be performed by the Administrator and confirmed by the City Council based on Estimated
Buildout Value information provided by the Developer, homebuilders, third party
consultants, and/or the Official Public Records of the County regarding the Lot. The
Estimated Buildout Values for Lot Type 1, Lot Type 2, Lot Type 3, Lot Type 4, Lot Type 5,
Lot Type 6 and Lot Type 7 are shown on Exhibit E and will not change in future Annual
Service Plan Updates.The calculation as confirmed by the City Council shall be conclusive
and binding.
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The sum of the Assessments for all newly subdivided Lots shall not exceed the Assessment
for the portion of the Assessed Property subdivided prior to subdivision. The calculation
shall be made separately for each newly subdivided Assessed Property. The reallocation
of an Assessment for an Assessed Property that is a homestead under Texas law may not
exceed the Assessment prior to the reallocation.Any reallocation pursuant to this section
shall be reflected in the Annual Service Plan Update immediately following such
reallocation.
3. Upon Consolidation
If two or more Lots or Parcels are consolidated into a single Lot or Parcel, the
Administrator shall allocate the Assessments against the Lots or Parcels before the
consolidation to the consolidated Lot or Parcel,which allocation shall be approved by the
City Council in the next Annual Service Plan Update immediately following such
consolidation. The Assessment for any resulting Lot may not exceed the Maximum
Assessment for the applicable Lot Type and compliance may require a mandatory
Prepayment of Assessments pursuant to Section VI.C.
B. Mandatory Prepayment of Assessments
If an Assessed Property or a portion thereof is conveyed to a party that is exempt from payment
of the Assessment under applicable law, or the owner causes a Lot, Parcel or portion thereof to
become Non-Benefited Property, the owner of such Lot, Parcel or portion thereof shall pay to
the City, or cause to be paid to the City,the full amount of the Assessment, plus all Prepayment
Costs and Delinquent Collection Casts for such Assessed Property, prior to any such conveyance
or act,and no such conveyance shall be effective until the City receives such payment. Following
payment of the foregoing costs in full,the City shall provide the owner with a recordable "Notice
of Assessment Termination," a form of which is attached hereto as Exhibit H.
C. True-Up of Assessments if Maximum Assessment Exceeded at Plat
Prior to the City approving a final subdivision plat, the Administrator will certify that such plat
will not result in the Assessment per Lot for any Lot Type to exceed the Maximum Assessment. If
the Administrator determines that the resulting Assessment per Lot for any Lot Type will exceed
the Maximum Assessment for that Lot Type,then (1)the Assessment applicable to each Lot Type
shall each be reduced to the Maximum Assessment, and (2) the person or entity filing the plat
shall pay to the City, or cause to be paid to the City, the amount the Assessment was reduced,
plus Prepayment Costs and Delinquent Collection Costs, if any, prior to the City approving the
final plat.The City's approval of a plat without payment of such amounts does not eliminate the
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obligation of the person or entity filing the plat to pay such amounts. At no time shall the
aggregate Assessments for any Lot exceed the Maximum Assessment.
D. Reduction of Assessments
If as a result of cost savings or the failure to construct all or a portion of an Authorized
Improvement the Actual Costs of any Authorized Improvements are less than the Assessments,
then (i) in the event PID Bonds have not been issued for the purpose of financing Authorized
Improvements affected by such reduction in Actual Costs, the City Council shall reduce each
Assessment on a pro rata basis such that the sum of the resulting reduced Assessments for all
Assessed Property equals the reduced Actual Costs that were expended, or(ii) in the event that
PID Bonds have been issued for the purpose of financing Authorized Improvements affected by
such reduction in Actual Costs, the Trustee shall apply amounts on deposit In the applicable
account of the project fund created under the Indenture relating to such series of PID Bonds that
are not expected to be used for the purposes of the project fund as directed by the City pursuant
to the terms of such Indenture. Such excess PID Bond proceeds may be used for any purpose
authorized by such Indenture. The Assessments shall never be reduced to an amount less than
the amount required to pay all outstanding debt service requirements on all outstanding PID
Bonds.
The Administrator shall update (and submit to the City Council for review and approval as part of
the next Annual Service Plan Update)the Assessment Roll and corresponding Annual Installments
to reflect the reduced Assessments.
E. Prepayment of Assessments
The owner of any Assessed Property may, at any time, pay all or any part of an Assessment in
accordance with the PID Act. Prepayment Costs, if any, may be paid from a reserve established
under the applicable Indenture. If an Annual Installment has been billed, or the Annual Service
Plan Update has been approved by the City Council prior to the Prepayment, the Annual
Installment shall be due and payable and shall be credited against the Prepayment.
If an Assessment on an Assessed Property is prepaid in full, with Prepayment Costs, (1) the
Administrator shall cause the Assessment to be reduced to zero on said Assessed Property and
the Assessment Roll to be revised accordingly; (2) the Administrator shall prepare the revised
Assessment Roll and submit such revised Assessment Roll to the City Council for review and
approval as part of the next Annual Service Plan Update; (3)the obligation to pay the Assessment
and corresponding Annual Installments shall terminate with respect to said Assessed Property;
and (4)the City shall provide the owner with a recordable "Notice of Assessment Termination."
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If an Assessment on an Assessed Property is prepaid in part with Prepayment Costs: (1) the
Administrator shall cause the Assessment to be reduced on said Assessed Property and the
Assessment Roll revised accordingly; (2)the Administrator shall prepare the revised Assessment
Roll and submit such revised Assessment Roll to the City Council for review and approval as part
of the next Annual Service Plan Update; and (3) the obligation to pay the Assessment will be
reduced to the extent of the Prepayment made.
F. Payment of Assessment in Annual Installments
Assessments that are not paid in full shall be due and payable in Annual Installments. Exhibit F-2
shows the estimated Improvement Area#1 Annual Installments.Annual Installments are subject
to adjustment in each Annual Service Plan Update.
Prior to the recording of a final subdivision plat, if any Parcel shown on the Assessment Roll is
assigned multiple tax parcel identification numbers for billing and collection purposes,the Annual
Installment shall be allocated pro rata based on the acreage of the Parcel not including any Non-
Benefited Property, as shown by the Nueces Central Appraisal District for each tax parcel
identification number.
The Administrator shall prepare and submit to the City Council for its review and approval an
Annual Service Plan Update to allow for the billing and collection of Annual Installments. Each
Annual Service Plan Update shall include updated Assessment Rolls and updated calculations of
Annual Installments. The Annual Collection Costs for a given Assessment shall be paid by the
owner of each Parcel pro rata based on the ratio of the amount of outstanding Assessment
remaining on the Parcel to the total outstanding Assessment. Annual Installments shall be
reduced by any credits applied under an applicable Indenture, such as capitalized interest,
interest earnings on account balances, and any other funds available to the Trustee for such
purposes. Annual Installments shall be collected by the City in the same manner and at the same
time as ad valorem taxes. Annual Installments shall be subject to the penalties, procedures, and
foreclosure sale in case of delinquencies as set forth in the PID Act and in the same manner as ad
valorem taxes due and owing to the City. To the extent permitted by the PID Act or other
applicable law, the City Council may provide for other means of collecting Annual Installments,
but in no case shall the City take any action, or fail to take any action, that would cause it to be
in default under any Indenture.Assessments shall have the lien priority specified in the PID Act.
Sales of the Assessed Property for nonpayment of Annual Installments shall be subject to the lien
for the remaining unpaid Annual Installments against the Assessed Property, and the Assessed
Property may again be sold at a judicial foreclosure sale if the purchaser fails to timely pay any of
the remaining unpaid Annual Installments as they become due and payable.
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The City reserves the right to refund PID Bonds in accordance with applicable law, including the
PID Act. In the event of a refunding,the Administrator shall recalculate the Annual Installments
so that total Annual Installments will be sufficient to pay the refunding bonds, and the refunding
bonds shall constitute "PID Bonds."
Each Annual Installment of an Assessment, including interest on the unpaid principal of the
Assessment, shall be updated annually. Each Annual Installment shall be due when billed and
shall be delinquent if not paid prior to February 1 of the following year. The initial Annual
Installments of the Improvement Area #1 Assessments shall be due when billed and shall be
delinquent if not paid prior to February 1, 2025.
Failure of an owner of an Assessed Property to receive an invoice for an Annual Installment shall
not relieve said owner of the responsibility for payment of the Assessment. Assessments, or
Annual Installments thereof, that are delinquent shall incur Delinquent Collection Costs.
G. Prepayment as a Result of an Eminent Domain Proceeding or Taking
Subject to applicable law,if any portion of any Parcel of Assessed Property is taken from an owner
as a result of eminent domain proceedings or if a transfer of any portion of any Parcel of Assessed
Property is made to an entity with the authority to condemn all or a portion of the Assessed
Property in lieu of or as a part of an eminent domain proceeding(a "Taking"), the portion of the
Assessed Property that was taken or transferred (the "Taken Property") shall be reclassified as
Non-Benefited Property.
For the Assessed Property that is subject to the Taking as described in the preceding paragraph,
the Assessment that was levied against the Assessed Property(when it was included in the Taken
Property) prior to the Taking shall remain in force against the remaining Assessed Property (the
Assessed Property less the Taken Property) (the "Remaining Property"), following the
reclassification of the Taken Property as Non-Benefited Property,subject to an adjustment of the
Assessment applicable to the Remaining Property after any required Prepayment as set forth
below.The owner of the Remaining Property will remain liable to pay, pursuant to the terms of
this Amended and Restated Service and Assessment Plan, as updated, and the PID Act, the
Assessment that remains due on the Remaining Property, subject to an adjustment in the
Assessment applicable to the Remaining Property after any required Prepayment as set forth
below. Notwithstanding the foregoing, if the Assessment that remains due on the Remaining
Property exceeds the applicable Maximum Assessment, the owner of the Remaining Property
will be required to make a Prepayment in an amount necessary to ensure that the Assessment
against the Remaining Property does not exceed such Maximum Assessment, in which case the
Assessment applicable to the Remaining Property will be reduced by the amount of the partial
Prepayment. If the City receives all or a portion of the eminent domain proceeds (or payment
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made in an agreed sale in lieu of condemnation), such amount shall be credited against the
amount of Prepayment, with any remainder credited against the Assessment on the Remaining
Property,
In all instances the Assessment remaining on the Remaining Property shall not exceed the
applicable Maximum Assessment.
By way of illustration, if an owner owns 100 acres of Assessed Property subject to a $100
Assessment and 10 acres is taken through a Taking, the 10 acres of Taken Property shall be
reclassified as Non-Benefited Property and the remaining 90 acres constituting the Remaining
Property shall be subject to the$100 Assessment (provided that this$100 Assessment does not
exceed the Maximum Assessment on the Remaining Property). If the Administrator determines
that the $100 Assessment reallocated to the Remaining Property would exceed the Maximum
Assessment, as applicable, on the Remaining Property by$10,then the owner shall be required
to pay $10 as a Prepayment of the Assessment against the Remaining Property and the
Assessment on the Remaining Property shall be adjusted to$90.
Notwithstanding the previous paragraphs in this subsection, if the owner of the Remaining
Property notifies the City and the Administrator that the Taking prevents the Remaining Property
from being developed for any use which could support the Estimated Buildout Value
requirement, the owner shall, upon receipt of the compensation for the Taken Property, be
required to prepay the amount of the Assessment required to buy down the outstanding
Assessment to the applicable Maximum Assessment on the Remaining Property to support the
Estimated Buildout Value requirement. The owner will remain liable to pay the Assessment on
both the Taken Property and the Remaining Property until such time that such Assessment has
been prepaid in full.
Notwithstanding the previous paragraphs in this subsection, the Assessments shall never be
reduced to an amount less than the amount required to pay all outstanding debt service
requirements on all outstanding PID Bonds.
SECTION VII:ASSESSMENT ROLL
The Improvement Area #1 Assessment Roll is attached as Exhibit F-1. The Administrator shall
prepare and submit to the City Council for review and approval proposed revisions to the
Improvement Area #1 Assessment Roll and Improvement Area #1 Annual Installments for each
Parcel as part of each Annual Service Plan Update.
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SECTION VIII: ADDITIONAL PROVISIONS
A. Calculation Errors
If the owner of a Parcel claims that an error has been made in any calculation required by this
Amended and Restated Service and Assessment Plan, including, but not limited to, any
calculation made as part of any Annual Service Plan Update, the owner's sole and exclusive
remedy shall be to submit a written notice of error to the Administrator by December 11t of each
year following City Council's approval of the calculation. Otherwise, the owner shall be deemed
to have unconditionally approved and accepted the calculation. The Administrator shall provide
a written response to the City Council and the owner not later than 30 days after receipt of such
written notice of error by the Administrator. The City Council shall consider the owner's notice
of error and the Administrator's response at a public meeting, and, not later than 30 days after
closing such meeting, the City Council shall make a final determination as to whether an error
has been made. If the City Council determines that an error has been made,the City Council shall
take such corrective action as is authorized by the PID Act, this Amended and Restated Service
and Assessment Plan, the applicable Assessment Ordinance, the applicable Indenture, or as
otherwise authorized by the discretionary power of the City Council. The determination by the
City Council as to whether an error has been made, and any corrective action taken by the City
Council, shall be final and binding on the owner and the Administrator.
B. Amendments
Amendments to this Amended and Restated Service and Assessment Plan must be made by the
City Council in accordance with the PID Act. To the extent permitted by the PID Act,this Amended
and Restated Service and Assessment Plan may be amended without notice to owners of the
Assessed Property:(1)to correct mistakes and clerical errors; (2)to clarify ambiguities;and (3)to
provide procedures to collect Assessments, Annual Installments, and other charges imposed by
this Amended and Restated Service and Assessment Plan.
C. Administration and Interpretation
The Administrator shall: (1) perform the obligations of the Administrator as set forth in this
Amended and Restated Service and Assessment Plan;(2)administer the District for and on behalf
of and at the direction of the City Council; and (3) interpret the provisions of this Amended and
Restated Service and Assessment Plan. Interpretations of this Amended and Restated Service
and Assessment Plan by the Administrator shall be in writing and shall be appealable to the City
Council by owners of Assessed Property adversely affected by the interpretation. Appeals shall
be decided by the City Council after holding a public meeting at which all interested parties have
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO,1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 26
2024 -2024035693 1011812024 12:55 PM Page 31 of 139
an opportunity to be heard. Decisions by the City Council shall be final and binding on the owners
of Assessed Property and developers and their successors and assigns.
D. Form of Buyer Disclosure/Filing Requirements
Per Section 5.014 of the Texas Property Code, as amended, this Amended and Restated Service
and Assessment Plan, and any future Annual Service Plan Updates, shall include a form of the
buyer disclosures for the District. The buyer disclosures are attached hereto as Appendix a.
Within seven days of approval by the City Council,the City shall file and record in the real property
records of the County the executed ordinance of this Amended and Restated Service and
Assessment Plan, or any future Annual Service Plan Updates. The executed ordinance, including
any attachments, approving this Service an Assessment Plan or any future Annual Service Plan
Updates shall be filed and recorded in their entirety.
E. Severability
If any provision of this Amended and Restated Service and Assessment Plan is determined by a
governmental agency or court to be unenforceable,the unenforceable provision shall be deleted
and,to the maximum extent possible, shall be rewritten to be enforceable. Every effort shall be
made to enforce the remaining provisions.
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 27
2024 -2024035693 1011812024 12:55 PM Page 32 of 139
SCHEDULE AND EXHIBITS
The following Schedule and Exhibits are attached to and made a part of this Amended and
Restated Service and Assessment Plan for all purposes:
Schedule I Reimbursement Obligations
Exhibit A-1 Map of the District
Exhibit A-2 Plats of Improvement Area #1
Exhibit A-3 Map of the Preserve
Exhibit A-4 Map of Remainder Area
Exhibit A-5 Lot Type Classification Map
Exhibit B Project Costs
Exhibit C Service Plan
Exhibit D Sources and Uses of Funds
Exhibit E Maximum Assessment and Tax Rate Equivalent
Exhibit F-1 Improvement Area#1 Assessment Roll
Exhibit F-2 Improvement Area#1 Annual Installments
Exhibit G-1 Maps of Initial Common to All Improvements
Exhibit G-2 Maps of Improvement Area#1 Improvements
Exhibit H Form of Notice of Assessment Termination
Exhibit I Debt Service Schedule for Improvement Area #1 Bonds
Exhibit J-1 District Boundary Description
Exhibit J-2 Improvement Area#1 Boundary Description
Exhibit J-3 Remainder Area Boundary Description
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 28
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
2024 -202MM693 10118/2024 12.55 PM Page 33 of 139
SCHEDULE I
The following Schedule is attached to and made a part of this Amended and Restated Service and
Assessment Plan for all purposes:
1. Improvement Area#1 Reimbursement Obligation
Outstanding Principal Amount: The amount available in the Improvement Area#1
Improvements Account of the Project Fund established pursuant to the terms of that certain
Indenture of Trust by and between the City and BOKF,NA, as Trustee,dated as of October 1,2024
(the"Improvement Area#1 Indenture"),as available pursuant to the terms of the Improvement
Area#1 Indenture.
• Interest Rate: The Improvement Area #1 Reimbursement Obligation shall bear no
interest.
• Date of Improvement Area#1 Assessment Ordinance Approval: Ordinance No. 033302
approved on February 20, 2024, and recorded in the real property records of Nueces County,
Texas on February 23,2024,as Document No. 2024005581.
• Date of Improvement Area #1 Bond Ordinance Approval: Ordinance No.
approved on October 15,2024,and recorded in the real property records of Nueces County,Texas
on , 2024 as Document No.
• Payment Source:Solely from:Funds available in the Improvement Area#1 Improvements
Account of the Project Fund established by the Improvement Area#1 Indenture.
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 29
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
2024 -2024035693 1011812024 12:55 PM Page 34 of 139
APPENDICES
The following Appendices are attached to and made a part of this Amended and Restated Service
and Assessment Plan for all purposes:
Appendix A Engineer's Report
Appendix B Buyer Disclosures
WHITECAP PUBLIC IMPROVEMENT DISTRICT Na.1 30
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
2024 -2024035693 1011812024 12:55 PM Page 35 of 139
EXHIBIT A-1-MAP OF THE DISTRICT
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WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 31
2024 -202MM693 10118/2024 12.55 PM Page 36 of 139
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2024 -202MM693 10118/2024 12.55 PM Page 45 of 139
EXHIBIT A-3- MAP OF THE PRESERVE
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EXHIRIT H
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 41
2024 -202MM693 10118/2024 12.55 PM Page 46 of 139
EXHIBIT A-4—MAP OF REMAINDER AREA
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WHITECAP PUBUC IMPROVEMENT DISTRICT NO.1 42
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
2024 -202MM693 10118/2024 12.55 PM Page 47 of 139
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2024 -202MM693 10118/2024 12.55 PM Page 48 of 139
EXHIBIT B-PROJECT COSTS
Rem a inder Area
Initial Common to All improvements t`I
Preserve $ 2,310,000 $ 23.55% $ 544,018 76.45% $ 1,765,982
Soft Costsldi 852,500 23.55% 200,769 76.45% 651,731
$ 3,162,500 $ $ 744,796 $ 2,417,714
Improvement Area#11 Improvements
Street $17,087,424 $ 100.00% $ 17,087,424 0.00% $ -
Drainage 1,655,010 100.00% 1,655,010 0.00%
Water 1,742,790 100.00% 1,742,790 0.00%
Wastewater 3,196,725 100.00% 3,196,725 0.00%
Soft Costsiei 3,436,250 100,00% 3,436,250 0,00%
$27,118,199 $ $ 27,118,199 $
Improvement Area#l1 Private Improvements
Community Amenities and Parks $ 8,460,000 $ 8,460,000 0.00% $ - 0.00% $
Private Landscape Development Costs 2,291,000 2,291,000 0.00% 0.00%
$ 10,751,000 $10,751,000 $ $
Bond Issuance Costs
Debt Service Reserve $ 1,773,180 $ 1,773,180 $
Capitalized Interest - -
Underwriter's Discount 678,720 678,720
Costs of Issuance 602,689 602,689
$ 3,054,589 $ 3,054,589 $
Other Costs
Deposit to Administrative Fund $ 40,000 $ 40,000 $
$ 40,000 $ 40,000 $
Total $44,126,288 $10,751,000 $ 30,957,574 $ 2,417,714
Footnotes:
[a]Total Costs per Preliminary Opinion of Probable Construction Costs Whitecap-North Padre Island,PID Direct Public Improvements dated
11/17/2023.
[b]Not reimbursable through Assessments.
[c]Initial Common to All Improvements are allocated to Improvement Area#1 and the Remainder Area pro rata based on acreage.Improvement
Area#1 is 55.9022 acres and the Remainder Area 181.4688 acres.Therefore,Improvement Area#1 is allocated 23.55%(=55.9022/(55.9022+
181.4688))of the Initial Common to all Improvements,and the Remainder Area is allocated the remaining 76.45%(=181.4688/(55.9022+
181.4688))of the Initial Common to All Improvements.
[d]Initial Common to All Improvement Soft Costs Include contingency,and consultant fees.
[e]Improvement Area#1 Soft Costs includes$150,000 in District Formation Costs.
WHITECAP PUBLIC IMPROVEMENT DISTRCT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 44
2024 -2024035693 1011812024 12:55 PM Page 49 of 139
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2024 -202MM693 10118/2024 12.55 PM Page 52 of 139
EXHIBIT F-1- IMPROVEMENT AREA#1 ASSESSMENT ROLL
OutstandingProperty IDI3! Lot Type
571270 Improvement Area#1 Initial Parcel $ 6,894,142.35 $ 552,524.80
571269 Improvement Area#1 Initial Parcel $ 15,729,857.65 $ 1,260,655.20
Total'`' $ 22,624,000.00 $ 1,813,180.00
Footnotes:
[a]The Assessment and Annual Installment have initially been allocated between all Property IDs within the Improvement Area#1
Initial Parcel pro rata based on acreage as reported by Nueces Central Appraisal District.Future allocation of the Assessment will be
done In accordance with Section VI of this Service and Assessment Plan.
[b]Annual Installment covers the period September 15,2024 to September 14,2025,and is due January 31,2025.
[c]For a version of the Improvement Area#1 Assessment Roll broken out on a per lot basis by legal description per plats submitted
by the Owner,see below.Note,Property ID numbers will be added when assigned by Nueces County.
Legal Description
OutstandingProperty 10 Unit Block Lot LotType
Assessment
Due 1/31/2025
TBD 1A 1 2 Non-Benefitted $ - $ -
TBD lA 1 3 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 4 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 5 Lot Type 4 $ 121,040,24 $ 9,700.66
TBD 1A 1 6 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 7 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 8 Lot Type 4 $ 121,040.24 $ 9,700.66
TBO 1A 1 9 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 10 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 11 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 12 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 13 Lot Type 4 $ 121,040,24 $ 9,700.66
TBD 1A 1 14 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 15 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 16 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 17 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 18 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 19 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD SA 1 20 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 21 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 22 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1A 1 23 Lot Type 7 $ 210,504.77 $ 16,870.71
TBD 1A 1 24 Lot Type 7 $ 210,504.77 $ 16,870.71
TBD 1A 1 25 Lot Type 7 $ 210,504.77 $ 16,870,71
TBO 1A 1 26 Non-Benefitted $ $ -
TBO 1A 1 27 Non-Benefitted $ $
TBD 1B 45 1 Non-Benefitted $ $
TBO 1B 46 1 Nan-Benefitted $ $
TBD 18 5 1 Non-Benefitted $ $
TBD 113 5 2 Non-Benefitted $ $
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 48
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
2024 -2024035693 1011812024 12:55 PM Page 53 of 139
OutstandingPropertV ID Unit Block Lot Lot Type
Assessment Due 1/31/2025
TBD SE 5 3 Non-Benefitted $ $
TBD 1B 6 1 Non-Benefitted $ $
TBD 113 6 2 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 18 6 3 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 18 6 4 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 18 6 5 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 18 6 6 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 18 6 7 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 6 8 Lot Type 2 $ 89,464.53 $ 7,170,05
TBD 16 6 9 Lot Type 2 $ 89,464,53 $ 7,170.05
TBD 1B 6 10 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 113 6 11 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 6 12 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 6 13 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 6 14 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 113 6 1S Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 113 6 16 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 6 17 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 113 6 18 Lot Type 2 $ 89,464.53 $ 7,170.OS
TBD 1B 6 19 Lot Type 2 $ 89,464.53 $ 7,170.05
TBDIai 113 6 20 Non-Benefitted $ - $ -
TBD ibi 1B 6 21 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 6 22 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 6 23 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 6 24 Lot Type 2 $ 89,464,53 $ 7,170.05
TOD 1B 6 2S Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 6 26 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 16 6 27 Lot Type 2 $ 89,464.53 $ 7,170,05
TBD 113 6 28 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 6 29 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 6 30 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 18 6 31 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 18 7 1 Non-Benefitted $ - $ -
TBD 1B 7 2 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 16 7 3 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 7 4 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 18 7 5 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 7 6 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 18 7 7 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 7 8 Lot Type 2 $ 89,464.53 $ 7,170.05
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 49
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
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Property ID Unit Block Lot Lot Type Outstanding Total Annual Installment
Assessment Due 1/31/2025
TBD 18 7 9 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 7 10 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 7 11 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 18 7 12 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 18 7 13 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 7 14 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 113 7 15 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1B 8 1 Non-Benefitted $ - $ -
TBDI`I 18 8 2 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 18 8 3 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 18 8 4 Lot Type 1 $ 74,553.77 $ 5,975,04
TBD 18 8 5 Lot Type 1 $ 74,553.77 $ 5,975.04
TBO"' 18 8 6 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 18 8 7 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 113 8 8 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD SB 8 9 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 1B 8 10 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 1B 8 11 Non-Benefitted $ $ -
TBD 18 8 12 Non-Benefitted $ $ -
TBD 18 8 13 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD SB 8 14 Lot Type 1 $ 74,553.77 $ 5,975,04
TBD 1B 8 15 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 18 8 16 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 18 8 17 Non-Benefitted $ - $ _
TBD iB 8 18 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 16 8 19 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 18 8 20 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 1B 8 21 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 18 8 22 Non-Benefitted $ $ -
TBD 1B 9 1 Non-Benefitted $ $
TBD 18 9 2 Non-Benefitted $ $ -
T8D 1B 9 3 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 1B 9 4 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 1B 9 5 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 1B 9 6 Lot Type 1 $ 74,553.77 $ 5,975.04
TBD 18 9 7 Non-8enefitted $ - $ -
TBD lE 1 1 Non-8enefitted $ $
TBD 1E 2 1 Non-8enefitted $ $ -
TBD 1E 2 2 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD lE 2 3 Lot Type 4 $ 121,040.24 $ 9,700.66
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
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Property ID Unit .
Outstanding
:
Assessment Due 1/31/2025
TBD 1L 2 4 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 2 5 Lot Type 4 $ 121,040,24 $ 9,700.66
TBD 1E 2 6 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 2 7 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 2 8 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 2 9 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 2 10 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 2 11 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 2 12 Non-Benefitted $ $ -
TBD 1E 2 13 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 2 14 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 2 15 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 2 16 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 2 17 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 2 18 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 2 19 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 2 20 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 1 Non-Benefitted $ - $ -
TBD 1E 3 2 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 3 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 4 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 5 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 6 Lot Type 6 $ 157,878.58 $ 12,653.04
TBD 1E 3 7 Lot Type 6 $ 157,878.58 $ 12,653.04
TBD 1E 3 8 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 9 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 10 Non-Benefitted $ - $ -
TBD 1E 3 11 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 12 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 13 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 14 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 15 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 16 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 17 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 18 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 19 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 20 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 3 21 Non-Benefitted $ - $ -
TBD 3E 4 1 Non-Benefitted $ $
TBD 1E 5 1 Non-Benefitted $ $
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 51
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Description
Outstanding
Propertyr Unit Block
Assessment r1/31/2025
TBD lE 7 16 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1E 7 17 Lot Type 2 $ 89,464.53 $ 7,170.05
TBD 1E 7 18 Non-Benefitted $ $
TBD 1E 10 1 Lot Type 4 $ 121,040.24 $ 9,700,66
TBD lE 10 2 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD SE 10 3 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 10 4 Non-Benefitted $ - $ -
TBD 1E 11 1 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 11 2 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 11 3 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 11 4 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD lE 11 S Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 11 6 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 11 7 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 11 8 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 11 9 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD lE 11 10 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD lE 11 11 Lot Type 6 $ 1S7,878.S8 $ 12,653.04
TBD 1E 11 12 Lot Type 7 $ 210,504.77 $ 16,870.71
TBD 1E 11 13 Lot Type 7 $ 210,504.77 $ 16,870.71
TBD lE 11 14 Lot Type 7 $ 210,504.77 $ 16,870,71
TBD 1E 11 15 Lot Type 6 $ 157,878.58 $ 12,653.04
TBD SE 11 16 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 11 17 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD lE 11 18 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 11 19 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 11 20 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 11 21 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 11 22 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD lE 11 23 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD lE 12 1 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 12 2 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1E 13 1 Non-Benefitted $ - $ -
TBD 1E 14 1 Non-Benefitted $ - $
TBD lE 14 2 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD SE 14 3 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD lE 15 1 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1D 14 4 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1D 14 5 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1D 14 6 Lot Type 4 $ 121,040.24 $ 9,700.66
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 52
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Property 10 Unit Eflock Lot Lot Type Outstanding Total Annual Installment
Assessment Due 1/31/2025
TBD 10 14 7 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1D 14 8 Non-Benefitted $ - $
TBD 11) 14 9 Non-Benefitted $ - $
TBD 1D 15 2 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1D 15 3 Non-Benefitted $ $
TBD 11) 15 4 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1D 15 5 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1D 15 6 Lot Type 4 5 121,040.24 $ 9,700.66
TBD I 15 7 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1D 15 8 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1D 15 9 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1D 15 10 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 1D 15 11 Lot Type 4 $ 121,040.24 $ 9,700.66
TBD 10 15 12 Lot Type 6 $ 157,878.58 $ 12,653.04
TBD 1D 15 13 Lot Type 6 $ 157,878.58 $ 12,653.04
TBD 1D 15 14 Lot Type 6 $ 157,878.58 $ 12,653.04
TSD 10 15 15 Lot Type 6 $ 157,878.58 $ 12,653.04
TBD 1D 15 16 Lot Type 6 $ 157,878.58 $ 12,653.04
TBD 11) 15 17 Lot Type 7 S 210,504.77 $ 16,870.71
TBD 11) 15 18 lot Type S $ 131,565,48 $ 10,544.20
TB0 1D 15 19 Lot Type 5 $ 131,565,48 $ 10,544.20
TBD 1D 15 20 Lot Type 5 $ 131,565.48 $ 10,544.20
TBD 1D 15 21 Lot Type 5 $ 131,565.48 $ 10,544.20
TBD 10 15 22 Lot Type 5 $ 131,565.48 $ 10,544.20
TBD 1D 15 23 Lot Type 5 $ 131,565.48 $ 10,544.20
TBD ID 15 24 Lot Type 5 $ 131,565.48 $ 10,544.20
TBD 1D 15 2S Lot Type 5 $ 131,565,48 $ 10,544.20
TBD 1D 15 26 Non-Benefitted $ $
TSD 1C 16 1 Non-Benefitted $ - $
TBD 1C 16 2 Lot Type 5 $ 131,565.48 $ 10,544.20
TBD 1C 16 3 Lot Type 5 $ 131,565.48 $ 10,544.20
TBD 1C 16 4 Lot Type 5 $ 131,565.48 $ 10,544,20
TBD 1C 16 S Lot Type 5 $ 131,565.48 $ 10,544.20
TBD 1C 16 6 Lot Type 5 $ 131,565.48 $ 10,544.20
TBD iC 16 7 Lot Type 3 $ 100,866.87 $ 8,083,88
TBD iC 16 8 Lot Type 3 $ 100,866.87 $ 8,083.88
TBD iC 16 9 Lot Type 3 $ 100,866.87 $ 8,083.88
TBD 1C 16 10 Lot Type 3 $ 100,866.87 $ 8,083.88
TBD iC 16 11 Lot Type 5 $ 131,565.48 $ 10,544.20
TBD 1C 16 12 Lot Type 5 $ 131,565.48 $ 10,544.20
TBD 1C 16 13 Lot Type 3 $ 100,866,87 $ 8,093.88
TBD 1C 16 14 Lot Type 3 $ 100,866.87 $ 8,083.88
TBD 1C 16 15 Lot Type 3 $ 100,866.87 $ 8,083,88
TBD 1C 16 16 Lot Type 3 $ 100,866.87 $ 8,083.88
TBD 1C 16 17 Lot Type 3 $ 100,866.87 $ 8,083.88
TBD iC 16 18 1 Non-Benefitted $ $
Total $ 22,623,999.98 $ 1,813,179.72
Footnotes:
[a]Lot appears as Lot Type 2 in Service and Assessment Plan,but plat has since been revised,and Lot has changed to Non-Benefitted
Property.Assessments and Annual Installments adjusted accordingly.
[b]Lot appears as Non-Benefltted Property in Service and Assessment Plan,but plat has since been revised,and Lot has changed to
Lot Type 2.Assessments and Annual Installments adjusted accordingly.
[c)Lot appears as Lot Type 2 In Service and Assessment Plan,but plat has since been revised,and Lot has changed to Lot Type 1.
Assessments and Annual Installments adjusted accordingly,
[d]Lot appears as Non-Benefltted Property in Service and Assessment Plan,but plat has since been revised,and Lot has changed to
Lot Type 1.Assessments and Annual Installments adjusted accordingly.
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 53
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EXHIBIT F-2- IMPROVEMENT AREA #1 ANNUAL INSTALLMENTS
Installment Principal Interest(al Additional Annual Collection Total Annual
Due 1/31 Interest Costs Installments(b)
2025 $ 536,000 $ 1,237,180 $ - $ 40,000 $ 1,813,180
2026 $ 278,000 $ 1,385,110 $ 110,440 $ 40,800 $ 1,814,350
2027 $ 294,000 $ 1,370,168 $ 109,050 $ 41,616 $ 1,814,834
2028 $ 312,000 $ 1,354,365 $ 107,580 $ 42,448 $ 1,816,393
2029 $ 329,000 $ 1,337,595 $ 106,020 $ 43,297 $ 1,815,912
2030 $ 349,000 $ 1,319,911 $ 104,375 $ 44,163 $ 1,817,449
2031 $ 370,000 $ 1,301,153 $ 102,630 $ 45,047 $ 1,818,829
2032 $ 392,000 $ 1,281,265 $ 100,780 $ 45,947 $ 1,819,992
2033 $ 417,000 $ 1,257,255 $ 98,820 $ 46,866 $ 1,819,941
2034 $ 446,000 $ 1,231,714 $ 96,735 $ 47,804 $ 1,822,252
2035 $ 475,000 $ 1,204,396 $ 94,505 $ 48,760 $ 1,822,661
2036 $ 506,000 $ 1,175,303 $ 92,130 $ 49,735 $ 1,823,167
2037 $ 540,000 $ 1,144,310 $ 89,600 $ 50,730 $ 1,824,640
2038 $ 575,000 $ 1,111,235 $ 86,900 $ 51,744 $ 1,824,879
2039 $ 614,000 $ 1,076,016 $ 84,025 $ 52,779 $ 1,826,820
2040 $ 655,000 $ 1,038,409 $ 80,955 $ 53,835 $ 1,828,198
2041 $ 697,000 $ 998,290 $ 77,680 $ 54,911 $ 1,827,881
2042 $ 744,000 $ 955,599 $ 74,195 $ 56,010 $ 1,829,803
2043 $ 793,000 $ 910,029 $ 70,475 $ 57,130 $ 1,830,634
2044 $ 846,000 $ 861,458 $ 66,510 $ 58,272 $ 1,832,240
2045 $ 901,000 $ 809,640 $ 62,280 $ 59,438 $ 1,832,358
2046 $ 965,000 $ 751,075 $ 57,775 $ 60,627 $ 1,834,477
2047 $ 1,032,000 $ 688,350 $ 52,950 $ 61,839 $ 1,835,139
2048 $ 1,105,000 $ 621,270 $ 47,790 $ 63,076 $ 1,837,136
2049 $ 1,182,000 $ 549,445 $ 42,265 $ 64,337 $ 1,838,047
2050 $ 1,265,000 $ 472,615 $ 36,355 $ 65,624 $ 1,839,594
2051 $ 1,353,000 $ 390,390 $ 30,030 $ 66,937 $ 1,840,357
2052 $ 1,447,000 $ 302,445 $ 23,265 $ 68,275 $ 1,840,985
2053 $ 1,549,000 $ 208,390 $ 16,030 $ 69,641 $ 1,843,061
2054 $ 1,657,000 $ 107,705 $ 8,285 $ 71,034 1 $ 1,844,024
Total $ 22,624,000 $ 28,452,084 $ 2,130,430 $ 1,622,723 1 $ 54,829,237
Footnotes:
[a]Interest on the Improvement Area#1 Bonds is calculated at a 5.375%,6.12S%,6.50%rate for term bonds
due 2031,2044,and 2054 respectively.
[b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates.Changes
in Annual Collection Costs,reserve fund requirements,interest earnings,or other available offsets could
increase or decrease the amounts shown.
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
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EXHIBIT G-1- MAPS OF INITIAL COMMON TO ALL IMPROVEMENTS
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INITIAL IMPROVEMENTS
COMMON TO ALL AREAS .-
.B EXHIBIT H
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 55
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EXHIBIT G-2- MAPS OF IMPROVEMENT AREA#1 IMPROVEMENTS
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fu'r PID DIRECT PUBLIC IMPROVEMENTS
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WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 56
2024 -2024035693 1011812024 12:55 PM Page 61 of 139
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EXHIBIT E
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 57
2024 -202MM693 10118/2024 12.55 PM Page 62 of 139
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EXHIBIT F
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 58
2024 -202MM693 10118/2024 12.55 PM Page 63 of 139
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2024 -202MM693 10118/2024 12.55 PM Page 64 of 139
EXHIBIT H— FORM OF NOTICE OF ASSESSMENT TERMINATION
P3 Works, LLC
9284 Huntington Square, Suite 100
??KS North Richland l-liils, 'fX 76182
[Date]
Nueces County Clerk's Office
Honorable [County Clerk]
901 Leopard St#201
Corpus Christi, TX 78401
Re: City of Corpus Christi Lien Release documents for Cling
Dear Ms./Mr. [County Clerk]
Enclosed is a lien release that the City of Corpus Christi is requesting to be filed in your office.
Lien release for [insert legal description].Recording Numbers: [Plat]. Please forward copies of
the filed documents to my attention:
City of Corpus Christi
Attn: City Secretary
1201 Leopard St
Corpus Christi,TX 78401
Please contact me if you have any questions or need additional information.
Sincerely,
[Signature]
P3Works, LLC
(817) 393-0353
Admin@P3-Works.com
www.P3-Works.com
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 60
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
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AFTER RECORDING RETURN TO:
[City Secretary Name]
1201 Leopard St
Corpus Christi,TX 78401
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM
ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE
IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY
NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN
STATE OF TEXAS §
§ KNOWN ALL MEN BY THESE PRESENTS:
COUNTY OF NUECES §
THIS FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN (this "Full
Release") is executed and delivered as of the Effective Date by the City of Corpus Christi, Texas, a
Texas home rule municipality(the"City").
RECITALS
WHEREAS,the governing body(hereinafter referred to as the"City Council")of the City is
authorized by Chapter 372, Texas Local Government Code,as amended(hereinafter referred to as the
"Act"),to create public improvement districts within the corporate limits of the City; and
WHEREAS, on.May 17,2022,the City Council of the City approved Resolution No.032761
creating the Whitecap Public Improvement District No. I (the"District"); and
WHEREAS, the District consists of approximately 242.0I I contiguous acres within the
corporate limits of the City; and
WHEREAS, on the City Council, approved Ordinance No.
(hereinafter referred to as the "Assessment Ordinance")approving a service and assessment plan and
assessment roll for the real property located with the District,the Assessment Ordinance being recorded
on as Instrument No. in the official public records of Nueces County,
Texas;and
WHEREAS, the Assessment Ordinance imposed an assessment in the amount of[amount]
(hereinafter referred to as the "Lien Amount")and further imposed a lien to secure the payment of the
Lien Amount(the"Lien")against the following property located within the District, to wit:
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 61
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
2024 -202MM693 10118/2024 12.55 PM Page 66 of 139
[legal description], an addition to the City of[City], [County], Texas,according to the
map or plat thereof recorded as Instrument No. in the Map Records of
Nueces County, Texas(the "Property");
and
WHEREAS, the Lien Amount has been paid in full.
RELEASE
NOW THEREFORE, for and in consideration of the full payment of the Lien Amount, the City
hereby releases and discharges, and by these presents does hereby release and discharge, the Lien to
the extent that is affects and encumbers the Property.
EXECUTED to be EFFECTIVE this the day of ,20_.
CITY OF CORPUS CHRISTI,TEXAS,
A Texas home rule municipality,
By:
[Manager Name], City Manager
ATTEST:
[Secretary Name],City Secretary
STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on the day of ,20_, by the City
Manager for the City of Corpus Christi, Texas, a Texas home rule municipality, on behalf of said
municipality.
Notary Public, State of Texas
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 62
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
2024 -2024035693 1011812024 12:55 PM Page 67 of 139
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2024 -2024035693 1011812024 12:55 PM Page 68 of 139
EXHIBIT J-1- DISTRICT LEGAL DESCRIPTION
SIT"A»
Property Boundaries and Map
Metes and Bounds Dg#SdUtlon of the Property
(approximately 242.011 acres)
242.011 acres behV all of a 38,692 acre tract referenced and described by metes&bounds In
Subst *Trustee's Deed,Doc,No.20170508M,Official Records, Nueces County,Texas,said
30.692 acre tract being out of Tract 27C and 27D of the Padre Island-Corpus Christi Island
Fairway Estates,hereafter referred to as P.I.C.C.I.F.E, Lots 27C and 27D,a map of which Is
recorded in Vol.67,Pg.779,Map Records,Nureces County,Texas;and 202.319 aaes referenced
In Correction Warranty Deed, Doc. No.2018045542,Official Records, Nueces County,Texas,
and described by metes&bounds of a 28.829 acre trod(Tract 1),a 72.316 acre tract(Trod 2).
a 74.440 acre trail(Tract 3),and a 30.664 acre tract(Tract 4),save&except 3.749 acres,said
3.749 acres being a portion of a$Mot wide street tract,also known as'Aquarius Street Re-
A6gnmerd',recorded In Doc. No.201103108, Official Records, Nueces County,Texas; said
202.319 acres Including portions of Tract 27C and 27D of P.I.C.C.I.F.E.,Lots 27C and 27D,a
map of which Is recorded In Vol.67,Pg.779,Map Records,Nueces County,Texas;a portion of
P.I.C.C.I.F.E., Blocks 456 46,a map of whIch is recorded to Vol.42,Pg.153.154,Map Records,
Nueces County,Texas;a portion of P.I.C.C.I.F.E.,Block 3,a map of which Is recorded In Vol.40,
Pg. 145.146,Map Records,Nueces County,Texas;all of P.I.C.C.I.F.E., Blocks 37,38,39,and
40,a map of which Is recorded in Vol.41,Pg.128,Map Records,Nueces County,Texas;a portion
of P.I.C.C.I.F.E.,Blocks 24-33,a map of which Is recorded In Vol.40,Pg.154-159,Map Records,
Nueces County,Texas;a portion of P.I.C.C.I.F.E.,Blocks 43&44,a map of which Is recorded in
Vol.422,Pg.10.11,Map Records,Nueces County,Texas;and portions of P.I.C.C.I.F.E.,Blocks
34,35,and 36.a mop of which Is recorded in Vol.40,Pg.183.184,Map Records,Nueces County,
Texas,said Blocks 20,35,36,43,44,and a portion of Sock 34 now vacated as per plat recorded
In Vol.67,Pg.666,Map Records,Nueces County,Texas.
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 64
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
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EXHIBIT 1-2-IMPROVEMENT AREA#1 LEGAL DESCRIPTION
SURVEYING
{ 1,-.!h'rLnit.5.2¢rt Su lr-1"i,r�f!q'nil tifft. xa,NJ.]
November 21,2023
S001-C986-21143.101
Field Notes Desaiptlon for a 51.03-Acre Tract
Improvement Area#1,Tract 1
STATE OF TEXAS §
COUNTY OF NUECES §
Field notes,to describe a 61.03-acre tract Improvement Area being out a portion of Tracts 27C and 27D
of the Padre Island—Corpus Christi Island Fairway Estates,hereafter referred to as P.I.C.C.I.F.E..Lots
27C and 271),a map recorded in Volume 67,Pages 779-785.Map Records,Nueces County,Texas,a
portion of P.I.C.C.I.F.E.,Blocks 24-33,a map recorded in Volume 40,pages 154-159, Map Records,
Nueces County.Texas,a portion of out of P.I.C.C.I.F.E.,Blocks 43&44,a map recorded in Volume
42,Pages 10-11.Map Records,Nueces County.Texas,and Portions of P.I.C.C.I.RE.,Blocks 34,35,
and 36, a map recorded in Volume 40, Pages 183-184. Map Records, Nueces County, Texas. said
Blocks 26,35,36,43,44,and a portion of Block 34,now vacated as per plat recorded in Volume 67,
Page 688.Map Records,Nueces County,Texas,said 51.03-acre tract being out of a portion of a 28.63-
acre tract(Tract 1),a 72.31-acre tract(Tract 2),a 74.39-acre tract(Tract 3),and a 30.68-acre tract
(Tract 4). as referenced in a correction warranty deed. Document Number 2018045542, Official
Records,Nueces County,Texas,save and except 3.766 acres of a 80-foot wide street,also known as
'Aquarius Street Re-Alignment', and recorded in Document Number 2011039226. Official Records,
Nueces County, Texas, and said 51.03 acres more particularly described by metes and bounds as
follows;
BEGINNING at a 518"iron rod found on said Lot 27C of the Padre Island-Corpus Christi Island Fairway
Estates,and being on the south right of way of said Aquarius Street,and said iron rod being on a curve
to the right,having a radius of 330.00',a length of curve of 106.74',a delta angle of 18°31'58`,and a
chord bearing and distance of S 78'00'59"W, 106.28'for a comer of said 30.68-acre tract(Tract 4) ,
for the POINT-OF-BEGINNING and northeast comer of this 51.03-acre tract;
THENCE S 02°16'21"E.a distance of 47,71'to a 518"iron rod found,for an angle comer of this 51,03-
acre tract;
THENCE S 44049'36"E,a distance of 217.18'to a point,for an angle corner of this 51.03-acre tract;
THENCE S 45°t0'24"W,a distance of 141.72'to a point,far an angle corner of this 51.03-acre tract:
THENCE S 00'00'00'W,a distance of 685.33'to a point and a corner of this 51.03-acre tract,and said
point being at the beginning of a curve to the left,having a radius of 393.00%a length of curve of 500.19'.
a delta angle of 72'5572',and a chord bearing and distance of S 57'10'11"E.467.10':
THENCE along said curve to the left,a curve length of 500.19'to a point of tangency of said curve.for
a corner of this 51.03-acre tract:
THENCE S 00053'05"E,a distance 809.16'to a point,for an angle comer of this 51.03-acre tract;
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 65
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
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5I.03:acre Tract
November 21.2023
Page 2 of 3
THENCE S 89006'59"W,a distance of 62.78'to a point,for an angle corner of this 51.03-acre tract
THENCE N 80'07'55"W,a distance of 169.11'to a point,for an angle comer of this 51.03-acre tract;
THENCE S 47"34'11"W,a distance of 80.44'to a point,for an angle comer of this 51.03-acre tract:
THENCE N 39"02'15"W,a distance of 180.41'to a point,for an angle comer of this 51.03-2cre tract:
THENCE N 87`28'42"%', a distance of 120.19'to a point for an angle comer of this 51.03-acre tract;
THENCE S 51°27'50"W,a distance of 135.13'to a point,for an angle corner of this 51.03-acre tract;
THENCE S 30'31'04"W.a distance of 270.15'to a point,for an angle corner of this 51.03-acre tract:
THENCE S 24'02'41"W.a distance of 249.57'to a point,for an angle corner of this 51.03-acre tract:
THENCE S 36'57'46'W,a distance of 160,17'to a point on the north right of way of Crown Royal,for
an angle corner of this 51.03-acre tract:
THENCE N 52"5311"W,along the north right of way of Crown Royal,a distance of 229.48'to a point
on the north right of way of Crown Royal,for a corner of this 51.03-acre tract and said point being at
the beginning of a curve to the left,having a radius of 1,718.10', a length of curve of 301.27', a delta
angle of 10''02'48 ,and a chord bearing and distance of N 30`32'33"E:300.88'..
THENCE along said curve to the left,a curve length of 301.21'to a point of tangency of said curve,for
a corner of this 51.03-acre tract,and said point being at the beginning of a curve to the left. having a
radius of 1,056.90', a length of curve of 387.52', a delta angle of 21'00'28". and a chord bearing and
distance of N 14'46'46F E, 385.35';
THENCE along said curve to the left,a curve length of 387.52'to a point of tangency of said curve.for
a comer of this 51.03-acre tract;
THENCE N 86`00'41'W,a distance of 119.90'to a point at the east right of way of Dasmarinas Drive,
for a comer of this 51.03-acre tract,and said point being at the beginning of a curve to the left, having
a radius of 940.79", a length of curve of 461.85', a delta angle of 28'07'40', and a chord bearing and
distance of N 10'33'02°W.457.23
THENCE along said curve to the left,a curve length of 461.85'to a point of tangency of said curve,for
a comer of this 51.03-acre tract and said point being at the beginning of a curve to the left, having a
radius of 617.98', a length of curve of 425.59', a delta angle of 39'27'31". and a chord bearing and
distance of N 44'45'25"W,417.23':
THENCE along said curve to the left,a curve length of 425.59'to a point of tangency of said curve,for
a corner of this 51.03-acre tract;
THENCE N 64`29'59"W, a distance of 515.37'to a point,for a comer of this 51.03-acre tract and said
point being at the beginning of curve to the right,having a radius of 15.00',a length of curve of 23.55',
a delta angle of 89'57'W,and a chord bearing and distance of N 19'31'01"VV.2 1,21;
THENCE along said curve to the right,a curve length of 23.55'to a point of tangency of said curve,for
a corner of this 51.03-acre tract;
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 66
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
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51.03-Acre Tract
November21,2023
Page 3 al 3
THENCE N 25°27'57"E,a distance of 288.75'to a pant,for a comer of this 51.03-acre tract and said
point being at the beginning of curve to the right,having a radius of 330.00',a length of curve of 249.30'.
a delta angle of 43017'02",and a chord bearing and distance of N 471106'27'E,243.41';
THENCE along said curve to the right,a curve length of 249,30' to a point of tangency of said curve,
for a corner of this 51.03-acre tract;
THENCE N 68°44'59" E, a distance of 1,071.44'to a point,for a corner of this 51.03-acre tract, and
said point being at the beginning of curve to the right, having a radius of 330.00',a length of curve of
106.74%a delta angle of 18031'58",and a chord bearing and distance of N 78000'59'E,106.28;
THENCE along said curve to the right,a curve length of 106.74'to the point of tangency and the
POINT-OF-BEGINNING,and containing 51.03 acres,more or less.
The bearings for this field notes description are based on GPS,NAD83,State Plane Coordinate System,
Texas South Zone 4205.
I, Albert E. Franco, Jr., Registered Professional Land Surveyor of Texas, do hereby certify that this
description represents the actual perimeter of this 51.03•acre tract,this the 2181 day of November 2023.
,tt
1rr
ti�Yf�p46;gJ�-
� F L.A%A
Registered Professional LeAd Surveyor
Texas Registration No.4471
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 67
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
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EXHIBIT J-3-THE PRESERVE LEGAL DESCRIPTION
1�I ,1_rst.o
I hl l 1 1GEl3
November 21,2023
S001-C986-21143.101
Field Notes Description for a 4.64-Acre Tract
Improvement Area#1,Tract 2
STATE OF TEXAS §
COUNTY OF NUECES §
Field notes,to describe a 4.64-acre tract being out a portion of Tracts 27D of the Padre Island—Corpus
Christi Island Fairway Estates, hereafter referred to as P.I.C.C.I.F.E., Lots 27C and 271), a map
recorded in Volume 67. Pages 779-785, Map Records, Nueces County. Texas, said 4.64-acre tract
being out of a portion of a 74.39-acre tract(Tract 3), as referenced in a correction warranty deed,
Document Number 2018045542,Official Records, Nueces County,Texas_and said 4.64 acres more
particularly described by metes and bounds as follows;
BEGINNING at a 518"iron rod found at the southeast corner of Lot 24,Block 30 of the Padre Island-
Corpus Christi Island Fairway Estates,recorded in Volume 40.Pages 181-182,Map Records,Nueces
County,Texas,for the POINT-OF-BEGINNING and interior comer of this 4.64-acre tract:
THENCE N 3015045"E,a distance of 235.05'to a point,for an angle corner of this 4.64-acre tract:
THENCE N 23`48'25"W,a distance of 259.46'to a point.for an angle comer of this 4.64-acre tract:
THENCE N 39134'30"E,a distance of 224.73'to a point,for an angle comer of this 4.64-acre tract:
THENCE S 57`43'56"E,a distance of 100.42'to a point and a corner of this 4.64-acre tract,and said
point being at the beginning of a curve to the right, having a radius of 170.00', a length of curve of
157.54',a delta angle of 53'05'43",and a chord bearing and distance of S 33'35'14"E.151.96':
THENCE along said curve to the right,a curve length of 151.54'to a point of tangency of said curve,
for a comer of this 4.64-acre tract;
THENCE S 07002'23"E.a distance 182.93'to a point,for an angle comer of this 4.64-acre tract:
THENCE S 11'4741"W,a distance of 257.61'to a point,for a corner of this 4.64-acre tract and said
point being at the beginning of a curve to the right,having a radius of 260.00'.a length of curve of
352.26%a delta angle of 77'37'36',and a chord bearing and distance of S 50'36'29-W,325.93';
THENCE along said curve to the right,a curve length of 352.26'to a point of tangency of said curve,
for a comer of this 4.64-acre tract;
THENCE N 00'3443"W,a distance of 105.00'to a point,for a comer of this 4.64-acre tract and said
point being at the beginning of a curve to the right, having a radius of 155.00', a length of curve of
84.98',a delta angle of 31'24'50",and a chord bearing and distance of N 74'5218"W,83.92';
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 68
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4.64-Acre Tract
November 21.2023
Page 2 or 2
THENCE along said curve to the right,a curve length of 84,98'to a point of tangency of said curve,for
a comer of this 4.64-acre tract;
THENCE N 59°09'53"W,a distance of 112.06'to a paint,for an exterior comer of this 4.64-acre tract;
THENCE S 83*07'14'W,a distance of 9.19'to a point,for a corner of this 4.64-acre tract and said point
being at the beginning of a curve to the left, having a radius of 104.62',a length of curve of 62.28r %a
delta angle of 34006'20",and a chord bearing and distance of N 31°30'06"E,61.36%
THENCE:along said curve to the left,a curve length of 62.28'to a point of tangency of said curve,for a
corner of this 4.64-acre tract;
THENCE S 76003'33"E,a distance of 112.87'to a point,for an angle corner and the
POINT-CIF•EIEGINNING,and containing 4.64 acres,more or less.
The bearings for this field notes description are based on GPS,NAD83,State Plane Coordinate System,
Texas South Zone 4205.
I, Albert E. Franco, Jr., Registered Professional Land Surveyor of Texas, do hereby certify that this
description represents the actual perimeter of this 4.64-acre tract,this the 21"day of November 2023,
t$?iAG,�;Yr..
Q;w
�"' ��"'tC',�PR0�1'yJ��•
Registered Professional Lan urveyor
Texas Registration No.4471
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 69
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
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APPENDIX A—ENGINEER'S REPORT
[Remainder of page left intentionally blank.]
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 ��
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
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WHITECAP
North Padre Island
ENGINEERING REPORT FOR
PID COST ANALYSIS
LJA PROJECT NO. C986-21143
SUBMITTED TO:
ASHLAR DEVELOPMENT CO.
�I F
PREPARED BY:
............ ......................... .....
101983 *41
,LAIA .......
LJA ENGINEERING
TBPE Fimi Reg.No. F-1386
5350 SOUTH STAPLES STREET,SUITE 425
CORPUS CHRISTI,TEXAS 78411
PHONE: 361.991.8550
wwrw.LJA.com
DECEMBER 2023
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 71
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
2024 -202MM693 10118/2024 12.55 PM Page 76 of 139
AIA $350 South Staples Street,Suite 425,Co*p us Christi.Texoa 76411
LJA ENOINEERINO t 361991.85S0 LJAcom TBPELS F-1366 TBPLS 10110501
TABLE OF CONTENTS
1.0 Introduction and Development Description
2.0 Development Engineer's Opinion of Probable Costs
3.0 Development Schedule
4.0 Exhibits:
Exhibit A: Vicinity Map
Exhibit B: Engineer's Opinion of Probable Costs
Exhibit C: PID Direct Public Improvements Phasing Plan
Exhibit D: Improvement Area#1
Site, Street,& Storm PID Direct Public Improvements Plan
Exhibit E: Improvement Area#1
Water PID Direct Public Improvements Plan
Exhibit F: improvement Area#1
Wastewater PID Direct Public Improvements Plan
Exhibit G: Typical Street and Utilities Sections
Exhibit H: Initial Improvements Common to All Areas
Exhibit 1: Remaining Improvement Area
WHITECAP PID ENGEERING REPORT Page 1 of 2
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 72
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Page 2 of 2
1.0 Introduction and Development Description:
The Whitecap development is a four phase,242-acre Master Planned Development consisting of
waterfront single-family residential, two-family residential, multi-family residential, retail and
commercial development,including public parks,marina,and nature preserve,interspersed with
navigable canals and ponds.The development is located in Corpus Christi,TX on North Padre
Island in the vicinity of Commodores Drive and Compass Drive as depicted on Exhibit A. This
Engineer's Report was prepared at the request of the developer,Ashlar Development Co.,and
the City of Corpus Christi for use in the development of the property within the Whitecap Public
Improvement District(PID)for future issuance of bonds by the City. Bonds are anticipated to be
used to finance public infrastructure projects essential to the Whitecap development within the
PID.
2.0 Development Opinion of Probable Costs:
A detailed Opinion of Probable Costs(OPC)has been prepared for each of the four Phases as well
as the Mixed-Use and Preserve areas of the development for all civil related on-site infrastructure
and is included as Exhibit B to this report. The majority of the item quantities,where appropriate,
have been increased by 10% as a contingency to the uncertainties inherent to the estimating
process that may affect the total construction costs. The layouts,itemizations,and costs shown
are preliminary and are to be used for planning purposes only, noting that the specific street,
canal,land,and infrastructure features shown are subject to change throughout the design and
review processes.
3.0 Development Schedule:
A Planned Unit Development (PUD) zoning change has been approved by the City of Corpus
Christi and the City has created the Whitecap Public Improvement District (PID). The City is
currently reviewing the Preliminary Plat. Subsequent Final Plats will be submitted to the City for
each Phase along,with Public Improvement Construction Plans when completed.
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 73
2024 -202MM693 10118/2024 12.55 PM Page 78 of 139
uv.& ;• r,
-cac r, CORPUS
an _ C H R/ S r l
N BA Y
DIAMOND BEACH
HOLDINGS
C�"R"P'.U$ WHITECAP
cHpisr' NORTH PADRE ISLAND
VICINITY MAP
EXHIBIT A
U P P E R
sj ! A G U NA
lj
MAD RE
w A L °F °' f PROJECT
LOCATION g.
d NOR
AAA
s
i �. A0AI
8 A i G !
LJA ENGINEERINGTE o
� CwNr G1rY,L 7r,M 7Y71
�lA19B 1740 - (�
W axn
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 74
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
2024 -202MM693 10118/2024 12.55 PM Page 79 of 139
Proliminer .OLPInlon of Probe bit Censtrustlon Costs
PID DIRECT I!U9klc IMPROVEMENTS
•e '• i i
PRWA TCALL)
TTEM PTIDN Aree Sl
AMOUNT
1 PttservepwrdSCr ,Wils,fumishrr>ts) 2,100,000.00
SUB TOTAL PART 8-PTI6SER1rE 24mow
Sox CbNiiIQ $
I Ar el81
061 DMM00NWeMTAWFEl5 Tad S 15000o
M 091 1LTARrM TOWI 175,000
OM E00L00MREPM7MCQWXTAW FEES TOW 12g p00
OC4 WATER MWt 40AENI'AND MOTION 00MATAW FEES Total $ 150AM
DC5 UOHW CONSULTANT FEM Tate1 i ODO
OM PWIRMINIENTAL ORAMIM aRUIT—Wr FEES Tad ?SAN
sox CDItT1w3 s 71AN
sUMMARY Aree si
to s 2,100,000
lox $ 210,000
iffiCEVELOFM CM 85J500
IMPROVEMENTSCIVIL SITE
PARTA-GENERAL,
REM DMMFrnON Al M ti
AMOUNT
Al Storm WdterPollutlan Prevention Plan f 40.000.00
A2 Om*Aaiar Omys LOO
A3 Construc[ion Entrunot f 12 000.00
A4 Sit Fence S 73 500.00
A5 Inket Protection S 3,000.00
SUS.0 AL PART A•OU48M 1.28,5011
PART B,�STREET BUPR0VIEMEM8
TTEAI DESCRIPTION
1 AWeSi
AMOUNT
81 Clenerul Mobilcation 6 De-Mobilization 3x.ar Total f 359 431.50
82 Pu ment 8 Perforrrwnce Bonds 2 f,,of Total f 239 621.00
B3 Suw Excavation 525 300.00
84 8'CernentStubilized Su 2'B.O.C. f 529 250.00
S5 6'ReiMomod Conaete Pavtrntnt(4,400 i S 2.240 000.00
86 Low Profile Curb 6 Gunor S 579.700D0
87 4'Comrete Sidewrlh Ind.5'W Turrwrounds f 379 050.00
88 Sidewalk Rom 60SF/EA f 19,000.00
89 CumaLAreetCrossin CuhKrt 1.800000.00
810 Canal tract Gossip S 3,800 000.00
811 0Dncrett C 0P on Exist Bulkhead f 1,642,500,00
81.2 Concrete Sidewa)h Btland Bulklutad(44twide) i 394,200,00
813 Concrete Sidewalk"ind B4W*vd liDh wide) f
614 Poo Foundanon,Metal Polt,and Streets Shales S 374500.00
815 Raised ReNctive PevernerA Markitio("I•B$)Blue f 2.550.00
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 75
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
2024 -202MM693 10118/2024 12.55 PM Page 80 of 139
B16 Traffic Signal Intersection Im ernents E
Biz ful i Pavement R it E 32DO0.00
B18 Clear and Grub ; 52 .00
619 14TiscallrnrousDernolition StreetTte4ns S g0000,00
WO Site Finish Gtadin 55g 000,00
821 Crosswalk r On-street NrI,.ing Pmviq 961,218.00
822 Specialty Sidewalk Paving S 533,250.00
823 Drain e S 641,115.00
824 Rod%cope $ 220,545.00
B25 Pedestrian Ugloj2g $ 805,200.00
826 Parrish' E 161,600.00
827 Sigrup f 2L000.00
828 Sueetsape Contn&Lncy 106 $ 334,392.80
SUB-TWAL PART C-STREET IMPROVEMENTS $ 16,958,223
AM O DftAtNAU pN
REM DESCRIPTION Ingnworowft AM/t
AMOW
CI General,Mobilisation,&De-tobiN¢atioa,(3%d Totoq $ 47,286.00
C2 Pwyvneht&Perfonnonoe Bonds 12%,of Total) $ 31524.00
C3 IW Class III RCP S 20,000.00
C4 Pipe Trench Safety 890.00
C5 Well Poiritift 2.400.00
C6 Curb Inlet S 6,000m
C7 4"Diameter T "A'Manhole $
C8 Mambote Tnnoh$af
C9 810swale Grading $ 30000.00
CIO Rode SttorNine T A $ 237.300.00
C11 Rods Shoreline Typo B 434 700.00
C32 Rook ShoreCne T C $ 829 500.00
C13 Rock S#wtllint Type D f
CA Weir Inlet S 6 500.00
CIS RCP Out/atl Thru BWkhoad E 10,000.00
St1B.TOTAL PART D-DRAIWE IMPROVEMENTS S 1685,010
PART D-WATER INTAN94MM .''
ITEM DeXMP M 1 Aroo It
AMOUNT
D1 GMerat Mobilitat &De-Atabili7srtion 3%of Total $ 49794.00
D2 Pr neat&Perfonnanoe Bonds 1214 of Total $ 33196.00
D3 8'C900 PVC Waterline $ 390,000.00
D4 6'C900 PVC Waterline $ 462 000.00
05 Pipe TrMehWa $ 58000.OD
06 Well Poitilift $ 177000.00
07 8'X6"Cross
08 8'98114'Tee 9,000.00
D9 8'xB'x6'Tee S 7,200.00
01D 6'X61r6'Tee $ 4,000.00
011 8'x6'Reducer $ 3,400.00
Di2 8'Gate Valve&Box $ 52,700.00
Di3 6'Gate Valve&Bat $ 47,500.00
D14 8190'Bend $ 1,700.00
D15 6'90'Bend E
DIG Fire Hydrant Assetnb (incl.Tee,GV&B&lead) $ 153,000.00
D17 Si2e Water Service(incl.Meter Box f 25 00.00
D18 Double Water Service Incl.Meter Box S 237600.00
D19 Connect to Ey4sting 6'Waterline ind.Fin) f 2 500.00
020 Connect to Existk 8'Waterline Incl.Fkb S 2,500.00
D21 Connom to Eristin L2'Waterline jitd.Frwagj 8,500.00
D22 Connect to 16'Waterine lInd.Frti S 17 000.00
StMTOTAL PART E-WATER iMpROVEMMM 1,742,790
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 76
2024 -2024035693 10118/2024 12.55 PM Page 81 of 139
R!ART E*WASMOM IIMPgdV f�i1B1Y3' +' K
,
ffm
of aafmpN I Are*91
AlV INT
`
ES General MobitizwY !G De4oWfteion 137.of Total $ 91 5.00
E2 P ent&Performance Bonds 2%of Total S 6000,00
E3 8'WR 26 PVC S 735,000.00
E4 4'C900(DR•L8)PVC Force Main 110.000"00
E5 6'C900(DR•18)PVC Force Main $
E6 Pipe Trench Safety S 60,000.00
E7 Wen Pointing S 180,000.00
ES Dir.Drilled 4'Fusible C900(OR•18)PVC Force Main 12,000.00
E9 V Diw»eter Manhole $ 513,000.00
E10 Manhole Extra Depth >C S 67 500.00
Ell Manhole Trend,Saf $ 81000.00
M Wastewater Servioe Connection I s 454 000.00
E13 Connect to Exist Wastewater Manhole S 7 Q00.00
E14 Local Area lift Station S 825,000.00
SU&TOTAL PART F•WASTER ER PAPROVEIMENM 3196 725
ArM
AGENERALTotal 1.28,501
B STREET kmm2mm Totem S 16,958,923
Total' S 655010
0 WA70 kn bwe=is Total b 1.742.790
E' WASTEWATER 1 Toa(` S 3 196,725
OCi BASE BID TOW $ 23,681,949
DC2 DRONE SUM&Pll Total S 20,000
OC3 PUKICIII&RIWEMENMOKEHOINtEMKIL43003MM Total $ 1,410.OW
Im*Wft f?reHmtr",Desjn,8[dd64&Coratn4"6on Phase Services
Ptah Shown we 7%d A** Oonetrwedo t Ocsm
OCA WPllOVEfItENISlm SERVICES Taal s 810,000
k>cludes Maw,Pw mfn•ty,&Fara(pw*4^axrwot Studs,and Reports
Totats Shown are 4%aP nt&tWwwwa Qxnwcdon 0om
DC5 PRELAMWEfiMMIONNpAALEVALUAnON WITH AG Total $ 10,000
Joint Evaluation ftftg with USAGE
DC6 PUBLIC WIMNEI ENTS O WTECH&NATERMIS TE INQ Toed S 50.000
EsOndes Based on Hhavibof Qr Teaky pasts
DC7 DESI(MI AND OONS{1LT810 FEM $ 852.500
OC8 8m"MOVE"O048i PER k1mAGEAENT 100000
OC9 PUBLIC M1104M rENM QEVELOM LLBAL SERVICES
Pro Ovation LKarServices S 15,000.00
Bond hsu0n¢+jai S•rvk" $ iS 750.00
SU14VARY fmwwnowd Area 91
CIVL &EMNEEll or(kems Oci owetilles DC?) 26,834,449
OfltELAPER kr'n b 100000
DEVELOPER LEOAL SERVICES; holm' S 33,750
IMPROVEMENTSPRIVATE
PRIV"ML�13dNf�1tR►Y AIk�`"14t�O PARKS ,',
rrcu ncormvnrw 1 Atwiti
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 77
2024 -202MM693 1O118/2O24 12.55 PM Page 82 of 139
AMOUNT
Al Pocket Prrks $ 410,000.00
A2 NeVibodmd Puft $ 1,100,000.00
A3 Comirm ' Peft s 6,050,000.00
A4 Preserve Landscaping $ 900,000.00
SU&TWALPARTA.MmM1N1YAMDffr SMDPAw t 8,4W.000
P111NAYT LAMkSGAK 011I6JOPMEWt kSJB
ITEM -OE&CRiP110N ! ArMti
AMOUW
81 LANDSCAPE ARCHITECT SCHEMATIC DESIGN FEES Tout 25 000.00
82 LANDSCAPE ARCHITECT DESIGN DEVELOPMENT FEES TOW E 40000.00
B3 LANDSCAPE ARCHRE CONSTRUCTION DOCUMENTATION FEES Towl t 250 000,00
84 LANDSCAPE ARCHITECT CONSTRUCTION ADMINISTRATION FEES Towl $ 25 000,00
85 ARCHITECT FEES Tows 3 300000.00
86 DESIGN ENGINEER CONSULTANT FEES Towl $ 150 000.00
67 A TIC ENGINEER CONSULTANT FEES Total 80 000,00
88 ECOLOGIGL RESTORATION CONSULTANT FEES Tow S 75 000.00
89 WATER MANAGEMENT AND IRRIGATION CONSULTANT FEES Tarl ; 75 0Q0,00
S1O LIGHTING CONSULTANT FEES Tart $ 80 0p0.00
811 ENVIRONMENTAL GRAPHICS CONSULTANT FEES Towl $ 60,000,00
812 LANDSCAPE ARCHITECT SCHEMATIC DESIGN FEES Tows 15,000.00
613 LANDSCAPE ARCHITECT DESIGN DEVELOPMENT FEES Towl E 375,000.00
814 LANDSCAPE ARCHR'ECT CONSTRUCTION DOCUMENTATION FEES Total ; 375,000.00
815 LANDSCAPE ARCHITECT CONSTRUCTION ADMINISTRATION FEES TowI ; L00 000.00
B16 ARCHITECT FEES Taut S 150 000.00
107 CONTINGENCY $ 116,000.00
WHITIEWMD.PRIVATE DE11ElpplrlBif 000
SUiMMRY karovonw4Area 91
AMEN i PAA[KA S 8,460.000
PRIVATE s 2 291.000
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 78
2024 -202MM693 10118/2024 12.55 PM Page 83 of 139
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WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 79
2024 -202MM693 10118/2024 12.55 PM Page 84 of 139
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WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 80
2024 -2024035693 1011812024 12:55 PM Page 85 of 139
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WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 81
2024 -2024035693 1011812024 12:55 PM Page 86 of 139
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WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 82
2024 -2024035693 1011812024 12:55 PM Page 87 of 139
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2024 -202MM693 10118/2024 12.55 PM Page 88 of 139
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WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1 84
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
2024 -202MM693 10118/2024 12.55 PM Page 89 of 139
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WHITECAP PUBLIC IMPROVEMENT DISTRICT NO.1
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 85
2024 -202MM693 10118/2024 12.55 PM Page 90 of 139
APPENDIX B-BUYER DISCLOSURES
Forms of the buyer disclosures for the following Lot Types are found in this appendix:
Improvement Area#1
■ Initial Parcel
• Lot Type 1
• Lot Type 2
■ Lot Type 3
■ Lot Type 4
• Lot Type 5
■ Lot Type 6
■ Lot Type 7
[Remainder of page left intentionally blank.]
WHITECAP PUBLIC IMPROVEMENT DISTRICT No.1 86
AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN
2024 -2024035693 1011812024 12:55 PM Page 91 of 139
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1
INITIAL PARCEL BUYER DISCLOSURE
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
l) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship,or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leaschold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice,the purchaser,subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
2024 -202MM693 10118/2024 12.55 PM Page 92 of 139
AFTER REC,ORDINGI RETURN TO:
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF CORPUS CHRISTI,TEXAS
CONCERNING THE FOLLOWING PROPERTY
STREET ADDRESS
IMPROVEMENT AREA#1 INITIAL PARCEL PRINCIPAL ASSESSMENT:
$22,624,000.00
As the purchaser of the real property described above, you are obligated to pay
assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement
or services project (the "Authorized Improvements") undertaken for the benefit of the property
within Whitecap Public Improvement District No. I(the "District")created under Subchapter A,
Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Corpus Christi.
The exact amount of each annual installment will be approved each year by the Corpus Christi
City Council in the annual service plan update for the District. More information about the
assessments, including the amounts and due dates,may be obtained from City of Corpus Christi.
Your fai lure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
' To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
2024 -202MM693 10118/2024 12.55 PM Page 93 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser
before the effective date of a binding contract for the purchase of the real property at the address
described above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
'To be included in copy of the notice required by Section 5.014, Tex.Prop. Code,to be executed by seller in accordance with
Section 5,014(a-1),Tex.Prop.Code.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 94 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current
information required by Section 5.0143,Texas Property Code,as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
,known to me to be the person(s)whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this , 20_.
Notary Public, State of Texas13
'To be included in separate copy of the notice required by Section 5.0143,Tex.Prop,Code,to be executed at the closing of the
purchase and sale and to be recorded in the deed records of Nueces County.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 95 of 139
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143,Texas Property Code, as amended,at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s)whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this , 20_.
Notary Public, State of Texas]'
'To be Included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase
and sale and to be recorded in the deed records of Nueces County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 96 of 139
ANNUAL INSTALLMENTS - IMPROVEMENT AREA#1 INITIAL PARCEL
Installment IJI Additional Annual Collection • .
l Annual
Due 1/31 Principal Interest Interest Costs installments IbI
2025 $ 536,000 $ 1,237,180 $ - $ 40,000 $ 1,813,180
2026 $ 278,000 $ 1,385,110 $ 110,440 $ 40,800 $ 1,814,350
2027 $ 294,000 $ 1,370,168 $ 109,050 $ 41,616 $ 1,814,834
2028 $ 312,000 $ 1,354,365 $ 107,580 $ 42,448 $ 1,816,393
2029 $ 329,000 $ 1,337,595 $ 106,020 $ 43,297 $ 1,815,912
2030 $ 349,000 $ 1,319,911 $ 104,375 $ 44,163 $ 1,817,449
2031 $ 370,000 $ 1,301,153 $ 102,630 $ 45,047 $ 1,818,829
2032 $ 392,000 $ 1,281,265 $ 100,780 $ 45,947 $ 1,819,992
2033 $ 417,000 $ 1,257,25S $ 98,820 $ 46,866 $ 1,819,941
2034 $ 446,000 $ 1,231,714 $ 96,735 $ 47,804 $ 1,822,252
2035 $ 475,000 $ 1,204,396 $ 94,505 $ 48,760 $ 1,822,661
2036 $ 506,000 $ 1,175,303 $ 92,130 $ 49,735 $ 1,823,167
2037 $ 540,000 $ 1,144,310 $ 89,600 $ 50,730 $ 1,824,640
2038 $ 575,000 $ 1,111,235 $ 86,900 $ 51,744 $ 1,824,879
2039 $ 614,000 $ 1,076,016 $ 84,025 $ 52,779 $ 1,826,820
2040 $ 655,000 $ 1,038,409 $ 80,955 $ 53,835 $ 1,828,198
2041 $ 697,000 $ 998,290 $ 77,680 $ 54,911 $ 1,827,881
2042 $ 744,000 $ 955,599 $ 74,195 $ 56,010 $ 1,829,803
2043 $ 793,000 $ 910,029 $ 70,475 $ 57,130 $ 1,830,634
2044 $ 846,000 $ 861,458 $ 66,510 $ 58,272 $ 1,832,240
204S $ 901,000 $ 809,640 $ 62,280 $ 59,438 $ 1,832,358
2046 $ 96S,000 $ 751,075 $ 57,77S $ 60,627 $ 1,834,477
2047 $ 1,032,000 $ 688,350 $ 52,950 $ 61,839 $ 1,835,139
2048 $ 1,105,000 $ 621,270 $ 47,790 $ 63,076 $ 1,837,136
2049 $ 1,182,000 $ 549,445 $ 42,265 $ 64,337 $ 1,838,047
2050 $ 1,265,000 $ 472,615 $ 36,355 $ 65,624 $ 1,839,594
2051 $ 1,353,000 $ 390,390 $ 30,030 $ 66,937 $ 1,840,357
2052 $ 1,447,000 $ 302,445 $ 23,265 $ 68,275 $ 1,840,985
2053 $ 1,549,000 $ 208,390 $ 16,030 $ 69,641 $ 1,843,061
2054 $ 1,657,000 $ 107,705 $ 8,285 $ 71,034 $ 1,844,024
Total $ 22,624,000 $ 28,452,084 $ 2,130,430 $ 1,622,723 $ 54,829,237
Footnotes;
lal Interest on the Improvement Area#1 Bonds is calculated at a 5.375%,6.125%,6.50%rate for term bonds
due 2031,2044,and 2054 respectively.
lbl The figures shown above are estimates only and subject to change in Annual Service Plan Updates.Changes
in Annual Collection Costs,reserve fund requirements,interest earnings,or other available offsets could
increase or decrease the amounts shown.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 97 of 139
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1
LOT TYPE 1 BUYER DISCLOSURE
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
I) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship,conservatorship,or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice,the purchaser,subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
2024 -202MM693 10118/2024 12.55 PM Page 98 of 139
AFTER RECORDING' RETURN TO:
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF CORPUS CHRISTI,TEXAS
CONCERNING THE FOLLOWING PROPERTY
STREET ADDRESS
IMPROVEMENT AREA#1 LOT TYPE I PRINCIPAL ASSESSMENT: $74,553.77
As the purchaser of the real property described above, you are obligated to pay
assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement
or services project (the "Authorized Improvements") undertaken for the benefit of the property
within Whitecap Public Improvement District No. I(the"District")created under Subchapter A,
Chapter 372,Local Govemment Code.
AN ASSFSSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE 1N
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Corpus Christi.
The exact amount of each annual installment will be approved each year by the Corpus Christi
City Council in the annual service plan update for the District. More information about the
assessments, including the amounts and due dates,may be obtained from City of Corpus Christi.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
To be included in separate copy of the notice required by Section 5.0143, Tex, Prop.Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
2024 -202MM693 10118/2024 12.55 PM Page 99 of 139
(The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser
before the effective date of a binding contract for the purchase of the real property at the address
described above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLERf
2 To be included in copy of the notice required by Section 5.014,Tex.Prop. Code, to be executed by seller in accordance with
Section 5.014(a-1),Tex.Prop.Code,
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10/1a/2024 12.55 PM Page 100 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current
information required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s)whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this , 20 .
Notary Public, State of TexaS]3
'To be Included in separate copy of the notice required by Section 5.0143, Tex. Prop.Code,to be executed at the closing of the
purchase and sale and to be recorded in the deed records of Nueces County.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10/1a/2024 12.55 PM Page 101 of 139
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code,as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s)whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this , 20 .
Notary Public, State of Texas]'
"To be Included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase
and sale and to be recorded in the deed records of Nueces County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 102 of 139
ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 1
Installment lal Additional Annual Collection Total Annual
Due 1/31 Principal Interest Interest Costs installments(b!
2025 $ 1,766.30 $ 4,076.93 $ - $ 131.81 $ 5,975.04
2026 $ 916.10 $ 4,S64.41 $ 363.94 $ 134.45 $ 5,978.90
2027 $ 968.83 $ 4,515.17 $ 359.36 $ 137.14 $ 5,980.49
2028 $ 1,028.15 $ 4,463.09 $ 354.51 $ 139.88 $ 5,985.63
2029 $ 1,084.17 $ 4,407.83 $ 349.37 $ 142.68 $ 5,984.05
2030 $ 1,150.07 $ 4,349.56 $ 343.95 $ 145.53 $ 5,989.11
2031 $ 1,219.28 $ 4,287.74 $ 338.20 $ 148.44 $ 5,993.66
2032 $ 1,291.77 $ 4,222.20 $ 332.10 $ 151.41 $ 5,997.49
2033 $ 1,374.16 $ 4,143.08 $ 325.65 $ 154.44 $ 5,997.33
2034 $ 1,469.72 $ 4,058.92 $ 318.77 $ 157.53 $ 6,004.94
2035 $ 1,565.29 $ 3,968.90 $ 311.43 $ 160.68 $ 6,006.29
2036 $ 1,667.44 $ 3,873.02 $ 303.60 $ 163.89 $ 6,007.96
2037 $ 1,779.48 $ 3,770.89 $ 295.26 $ 167.17 $ 6,012.81
2038 $ 1,894.82 $ 3,661.90 $ 286.37 $ 17031 $ 6,013.60
2039 $ 2,023.34 $ 3,545.84 $ 276.89 $ 173.93 $ 6,019.99
2040 $ 2,158.45 $ 3,421.91 $ 266.77 $ 177.40 $ 6,024.54
2041 $ 2,296.85 $ 3,289.70 $ 255.98 $ 180.95 $ 6,023.49
2042 $ 2,451.73 $ 3,149.02 $ 244.50 $ 184.57 $ 6,029.82
2043 $ 2,613.20 $ 2,998.85 $ 232.24 $ 188.26 $ 6,032.56
2044 $ 2,787.86 $ 2,838.80 $ 219.17 $ 192.03 $ 6,037.85
2045 $ 2,969.10 $ 2,668.04 $ 20S.23 $ 195.87 $ 6,038.24
2046 $ 3,180.00 $ 2,475.05 $ 190.39 $ 199.79 $ 6,045.22
2047 $ 3,400.79 $ 2,268.35 $ 174.49 $ 203.78 $ 6,047.41
2048 $ 3,641.35 $ 2,047.30 $ 157.48 $ 207.86 $ 6,053.99
2049 $ 3,895.09 $ 1,810.61 $ 139.28 $ 212,01 $ 6,056.99
2050 $ 4,168.61 $ 1,557.43 $ 119.90 $ 216.25 $ 6,062.09
2051 $ 4,458.60 $ 1,286,47 $ 98.96 $ 220.58 $ 6,064.60
20S2 $ 4,768.36 $ 996.66 $ 76.67 $ 224.99 $ 6,066.67
2053 $ 5,104.48 $ 686,72 $ 52.82 $ 229.49 $ 6,073.51
2054 $ 5,460.38 $ 354.92 $ 27.30 $ 234.08 $ 6,076.69
Total $ 74,553.77 $ 93,759.29 $ 7,020.49 $ 5,347.42 $ 180,680.98
Footnotes:
[a] Interest on the Improvement Area#1 Bonds is calculated at a 5.375%,6.12511/6,6.50%rate for term bonds
due 2031,2044,and 2054 respectively.
(b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates.Changes
in Annual Collection Costs,reserve fund requirements,interest earnings,or other available offsets could
increase or decrease the amounts shown.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 103 of 139
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1
LOT TYPE 2 BUYER DISCLOSURE
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
I) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a
deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land
at a sale conducted under a power of sale under a deed of trust or a sale under a
court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's estate,
guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the real
property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;.to or
from a governmental entity; or
8) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice,the purchaser,subject to certain exceptions,is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
2024 -202MM693 10/1a/2024 12.55 PM Page 104 of 139
AFTER RECORDING' RETURN TO:
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF CORPUS CHRISTI, TEXAS
CONCERNING THE FOLLOWING PROPERTY
STREET ADDRESS
IMPROVEMENT AREA#1 LOT TYPE 2 PRINCIPAL ASSESSMENT: $89,464.53
As the purchaser of the real property described above, you are obligated to pay
assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement
or services project (the "Authorized Improvements") undertaken for the benefit of the property
within Whitecap Public Improvement District No. I(the"District")created under Subchapter A,
Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Corpus Christi.
The exact amount of each annual installment will be approved each year by the Corpus Christi
City Council in the annual service plan update for the District. More information about the
assessments, including the amounts and due dates,may be obtained from City of Corpus Christi.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current
Information of Obligation to Pay improvement District Assessment.
2024 -202MM693 10/1a/2024 12.55 PM Page 105 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser
before the effective date of a binding contract for the purchase of the real property at the address
described above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]'
s To be included in copy of the notice required by Section 5.014,Tex.Prop. Code, to be executed by seller in accordance with
Section 5.014(a-1),Tex.Prop.Code.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10/1a/2024 12.55 PM Page 106 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current
information required by Section 5.0143, Texas Property Code,as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s)whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this 20^.
Notary Public, State of Texas]'
'To be included in separate copy of the notice required by Section 5.0143,Tex. Prop. Code, to be executed at the closing of the
purchase and sale and to be recorded in the deed records of Nueces County.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10/1a/2024 12:55 PM Page 107 of 139
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended,at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _,20_.
Notary Public, State of Texas]4
'To be included In separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase
and sale and to be recorded in the deed records of Nueces County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10/18/2024 12.55 PM Page 108 of 139
ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 2
Installment Additional Annual Collection Total Annual
Principal Interest IN
Due 1/31 Interest Costs Installments
2025 $ 2,119.56 $ 4,892.31 $ - $ 158.18 $ 7,170.05
2026 $ 1,099.33 $ 5,477.29 $ 436.72 $ 161.34 $ 7,174.68
2027 $ 1,162.60 $ 5,418.20 $ 431.23 $ 164.57 $ 7,176.59
2028 $ 1,233.78 $ 5,355.71 $ 425.42 $ 167.86 $ 7,182.76
2029 $ 1,301.00 $ 5,289.40 $ 419.25 $ 171.22 $ 7,180.86
2030 $ 1,380.09 $ 5,219.47 $ 412.74 $ 174.64 $ 7,186.94
2031 $ 1,463.13 $ 5,145.29 $ 405.84 $ 178.13 $ 7,192.39
2032 $ 1,550.13 $ 5,066.64 $ 398.53 $ 181.69 $ 7,196.99
2033 $ 1,648.99 $ 4,971.70 $ 390.77 $ 185.33 $ 7,196.79
2034 $ 1,763,67 $ 4,870.70 $ 382.53 $ 189.04 $ 7,205.93
2035 $ 1,878.34 $ 4,762.67 $ 373.71 $ 192.82 $ 7,207.55
2036 $ 2,000.93 $ 4,647.63 $ 364.32 $ 196.67 $ 7,209.55
2037 $ 2,135.38 $ 4,525.07 $ 354.31 $ 200.61 $ 7,215.37
2038 $ 2,273.78 $ 4,394.28 $ 343.64 $ 204.62 $ 7,216.32
2039 $ 2,428.01 $ 4,255.01 $ 332.27 $ 208.71 $ 7,223.99
2040 $ 2,590.14 $ 4,106.29 $ 320.13 $ 212.88 $ 7,229.44
2041 $ 2,756.22 $ 3,947.65 $ 307.18 $ 217.14 $ 7,228.19
2042 $ 2,942.08 $ 3,778.83 $ 293,40 $ 221.49 $ 7,235.79
2043 $ 3,135.85 $ 3,598.63 $ 278.69 $ 225.91 $ 7,239.07
2044 $ 3,345.43 $ 3,406.55 $ 263.01 $ 230.43 $ 7,245.42
2045 $ 3,562.92 $ 3,201.65 $ 246.28 $ 235.04 $ 7,245.89
2046 $ 3,816.00 $ 2,970.06 $ 228.47 $ 239.74 $ 7,254.27
2047 $ 4,080.95 $ 2,722.02 $ 209.39 $ 244.54 $ 7,256.89
2048 $ 4,369.62 $ 2,456.76 $ 188.98 $ 249.43 $ 7,264.79
2049 $ 4,674.11 $ 2,172.73 $ 167.13 $ 254.42 $ 7,268.39
2050 $ 5,002,33 $ 1,868.91 $ 143.76 $ 259.51 $ 7,274.51
2051 $ 5,350.31 $ 1,543.76 $ 118.75 $ 264.70 $ 7,277.52
2052 $ 5,722.03 $ 1,195.99 $ 92.00 $ 269.99 $ 7,280.01
2053 $ 6,125.38 $ 824.06 $ 63.39 $ 275.39 $ 7,288.22
2054 $ 6,552.45 $ 425.91 $ 32.76 $ 280.90 $ 7,292.02
Total $ 89,464.53 $ 112,511.15 $ 8,424.59 $ 6,416.91 $ 216,817.17
Footnotes:
[a]Interest on the Improvement Area#1 Bonds is calculated at a 5.375%,6.125%,6.50%rate for term bonds
due 2031,2044,and 2054 respectively.
[b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates.Changes
in Annual Collection Costs,reserve fund requirements,interest earnings,or other available offsets could
increase or decrease the amounts shown.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10/1a/2024 12.55 PM Page 109 of 139
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1
LOT TYPE 3 BUYER DISCLOSURE
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
l) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a deed
of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at a
sale conducted under a power of sale under a deed of trust or a sale under a court-
ordered foreclosure or has acquired the land by a deed in lieu of foreclosure;
5) by a fiduciary in the course of the administration of a decedent's estate,
guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice,the purchaser,subject to certain exceptions,is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
2024 -202MM693 10/1a/2024 12.55 PM Page 110 of 139
AFTER RECORDING' RETURN TO:
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF CORPUS CHRISTI, TEXAS
CONCERNING THE FOLLOWING PROPERTY
STREET ADDRESS
IMPROVEMENT AREA 41 LOT TYPE 3 PRINCIPAL ASSESSMENT: $100,866.87
As the purchaser of the real property described above, you are obligated to pay
assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement
or services project (the "Authorized Improvements") undertaken for the benefit of the property
within Whitecap Public Improvement District No. 1(the"District")created under Subchapter A,
Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME, IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Corpus Christi.
The exact amount of each annual installment will be approved each year by the Corpus Christi
City Council in the annual service plan update for the District. More information about the
assessments, including the amounts and due dates,may be obtained from City of Corpus Christi.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
To be included in separate copy of the notice required by Section 5.0143, Tex. Prop.Code,to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
2024 -2024035693 10/1a/2024 12.55 PM Page 111 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser
before the effective date of a binding contract for the purchase of the real property at the address
described above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]z
Z To be included in copy of the notice required by Section 5.014,Tex. Prop. Code,to be executed by seller in accordance with
Section 5.014(a-1),Tex.Prop.Code.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 112 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current
information required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument,and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this , 20�.
Notary Public, State of Texas]"
'To be included in separate copy of the notice required by Section 5.0143,Tex,Prop. Code, to be executed at the closing of the
purchase and sale and to be recorded in the deed records of Nueces County,
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 113 of 139
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143,Texas Property Code, as amended,at the closing of the purchase of the real property at the
address above,
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s)whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this ,20_.
Notary Public, State of Texas]'
'To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code,to be executed at the closing of the purchase
and sale and to be recorded in the deed records of Nueces County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 114 of 139
ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 3
TotalInstallment Principal Interest 1,11 Additional Annual Collection
Due 1/31 Interest Costs Installments .IN
2025 $ 2,389.70 $ 5,515,84 $ - $ 178.34 $ 8,083.88
2026 $ 1,239.44 $ 6,175.38 $ 492.39 $ 181.90 $ 8,089.10
2027 $ 1,310.77 $ 6,108.76 $ 486.19 $ 185.54 $ 8,091.26
2028 $ 1,391.02 $ 6,038.30 $ 479.63 $ 189.25 $ 8,098.21
2029 $ 1,466.81 $ 5,963.54 $ 472.68 $ 193.04 $ 8,096.07
2030 $ 1,555.98 $ 5,884.69 $ 465.35 $ 196.90 $ 8,102.92
2031 $ 1,649.61 $ 5,801.06 $ 457.57 $ 200.84 $ 8,109.07
2032 $ 1,747.69 $ 5,712.39 $ 449.32 $ 204.85 $ 8,114.26
2033 $ 1,859.15 $ 5,605.35 $ 440.58 $ 208.95 $ 8,114.03
2034 $ 1,988.45 $ 5,491.47 $ 431.28 $ 213.13 $ 8,124.33
2035 $ 2,117.74 $ 5,369.68 $ 421.34 $ 217.39 $ 8,126.15
2036 $ 2,255.95 $ 5,239.97 $ 410.75 $ 221.74 $ 8,128.41
2037 $ 2,407.54 $ 5,101.79 $ 399.47 $ 226.17 $ 8,134.98
2038 $ 2,563.58 $ 4,954.33 $ 387.44 $ 230.70 $ 8,136.04
2039 $ 2,737.46 $ 4,797.31 $ 374.62 $ 235.31 $ 8,144.70
2040 $ 2,920,25 $ 4,629.64 $ 360.93 $ 240.02 $ 8,150.84
2041 $ 3,107.51 $ 4,450.78 $ 346.33 $ 244.82 $ 8,149.43
2042 $ 3,317.05 $ 4,260.44 $ 330.79 $ 249.71 $ 8,158.00
2043 $ 3,535.51 $ 4,057.27 $ 314.21 $ 254.71 $ 8,161.70
2044 $ 3,771.81 $ 3,840.72 $ 296.53 $ 259.80 $ 8,168.86
2045 $ 4,017.02 $ 3,609.70 $ 277.67 $ 265.00 $ 8,169.39
2046 $ 4,302.36 $ 3,348.59 $ 257.58 $ 270.30 $ 8,178.83
2047 $ 4,601.07 $ 3,068.94 $ 236.07 $ 275.70 $ 8,181.79
2048 $ 4,926.53 $ 2,769.87 $ 213.07 $ 281.22 $ 8,190.69
2049 $ 5,269.83 $ 2,449.65 $ 188.43 $ 286.84 $ 8,194.75
2050 $ 5,639.88 $ 2,107.11 $ 162.09 $ 292.58 $ 8,201.65
2051 $ 6,032.22 $ 1,740.52 $ 133.89 $ 298.43 $ 8,205.05
2052 $ 6,451.31 $ 1,348.42 $ 103.72 $ 304.40 $ 8,207.85
2053 $ 6,906.06 $ 929.09 $ 71.47 $ 310.49 $ 8,217.11
2054 $ 7,387.57 $ 480.19 $ 36.94 $ 316.70 1 $ 8,221.40
Total $ 100,866.87 $ 126,850.80 $ 9,498.31 $ 7,234.75 $ 244,450.73
Footnotes:
(a] Interest on the Improvement Area#1 Bonds is calculated at a 5.375%,6.125%,6.50%rate for term bonds
due 2031,2044.and 2054 respectively.
(b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates.Changes
in Annual Collection Costs,reserve fund requirements,interest earnings,or other available offsets could
increase or decrease the amounts shown.
Annual Installment Schedule to Notice
of Obligation to Pay improvement District Assessment
2024 -202MM693 10/1a/2024 12.55 PM Page 115 of 139
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1
LOT TYPE 4 BUYER DISCLOSURE
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a
deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land
at a sale conducted under a power of sale under a deed of trust or a sale under a
court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's estate,
guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the real
property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice,the purchaser,subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
2024 -202MM693 10118/2024 12.55 PM Page 116 of 139
AFTER RECORDING' RETURN TO:
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF CORPUS CHRISTI, TEXAS
CONCERNING THE FOLLOWING PROPERTY
STREET ADDRESS
IMPROVEMENT AREA#1 LOT TYPE 4 PRINCIPAL ASSESSMENT: $121,040.24
As the purchaser of the real property described above, you are obligated to pay
assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement
or services project(the "Authorized Improvements") undertaken for the benefit of the property
within Whitecap Public Improvement District No. I(the"District")created under Subchapter A,
Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME, IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL, INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Corpus Christi.
The exact amount of each annual installment will be approved each year by the Corpus Christi
City Council in the annual service plan update for the District. More information about the
assessments, including the amounts and due dates, may be obtained from City of Corpus Christi.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
To be included in separate copy of the notice required by Section 5,0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
2024 -202MM693 10/1a/2024 12.55 PM Page 117 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER.
The undersigned seller acknowledges providing this notice to the potential purchaser
before the effective date of a binding contract for the purchase of the real property at the address
described above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]z
'To be included in copy of the notice required by Section 5.014,Tex.Prop. Code, to be executed by seller in accordance with
Section 5.014(a-1),Tex.Prop.Code.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 118 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current
information required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s)whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that lie or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this , 20_.
Notary Public, State of Texas13
'To be included in separate copy of the notice required by Section 5.0143,Tex.Prop.Code, to be executed at the closing of the
purchase and sale and to be recorded in the deed records of Nueces County.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 119 of 139
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5,014 of the Texas Property Code including the current information required by Section
5.0143,Texas Property Code, as amended,at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF"TEXAS
COUNTY OF §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this , 20_.
Notary Public, State of Texas]'
`To be included in separate copy of the notice required by Section 5.0143,Tex,Prop.Code,to be executed at the closing of the purchase
and sale and to be recorded in the deed records of Nueces County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10/18/2024 12.55 PM Page 120 of 139
ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 4
Installment 1,41 Additional Annual Collection Total Annual
Principal Interest Ibl
Due 1/31 Interest Costs Installments
2025 $ 2,867.64 $ 6,619.01 $ - $ 214.00 $ 9,700.66
2026 $ 1,487.32 $ 7,410.45 $ 590.86 $ 218.28 $ 9,706.92
2027 $ 1,572.92 $ 7,330.51 $ 583.43 $ 222.65 $ 9,709.51
2028 $ 1,669.23 $ 7,245.96 $ 575.56 $ 227.10 $ 9,717.85
2029 $ 1,760.18 $ 7,156.24 $ 567.22 $ 231.64 $ 9,715.28
2030 $ 1,867.18 $ 7,061.63 $ 558.41 $ 236.28 $ 9,723.50
2031 $ 1,979.53 $ 6,961.27 $ 549.08 $ 241.00 $ 9,730.88
2032 $ 2,097.23 $ 6,854.87 $ 539.18 $ 245.82 $ 9,737.11
2033 $ 2,230.98 $ 6,726.42 $ 528.70 $ 250.74 $ 9,736.83
2034 $ 2,386.14 $ 6,589.77 $ 517.54 $ 255.75 $ 9,749.20
2035 $ 2,541.29 $ 6,443.62 $ 505.61 $ 260.87 $ 9,751.38
2036 $ 2,707.14 $ 6,287.96 $ 492.90 $ 266.09 $ 9,754.09
2037 $ 2,889.04 $ 6,122.15 $ 479.37 $ 271.41 $ 9,761.97
2038 $ 3,076.30 $ 5,945.20 $ 464.92 $ 276.84 $ 9,763.25
2039 $ 3,284.95 $ 5,756.77 $ 449.54 $ 282.37 $ 9,773.64
2040 $ 3,504.30 $ 5,555.57 $ 433.12 $ 288.02 $ 9,781.01
2041 $ 3,729.01 $ 5,340.93 $ 415.59 $ 293.78 $ 9,779.31
2042 $ 3,980.46 $ 5,112.53 $ 396.95 $ 299.66 $ 9,789.60
2043 $ 4,242.61 $ 4,868.73 $ 377.05 $ 305.6S $ 9,794.04
2044 $ 4,526.17 $ 4,608.87 $ 355.83 $ 311.76 $ 9,802.63
2045 $ 4,820.42 $ 4,331.64 $ 333.20 $ 318.00 $ 9,803.26
2046 $ 5,162.83 $ 4,018.31 $ 309.10 $ 324.36 $ 9,814.60
2047 $ 5,521.28 $ 3,682.73 $ 283.29 $ 330.84 $ 9,818.14
2048 $ 5,911.84 $ 3,323.85 $ 255.68 $ 337.46 $ 9,828.83
2049 $ 6,323.80 $ 2,939.58 $ 226.12 $ 344.21 $ 9,833.70
2050 $ 6,767.85 $ 2,528.53 $ 194.50 $ 351.10 $ 9,841.98
2051 $ 7,238.66 $ 2,088.62 $ 160.66 $ 358.12 $ 9,846.06
2052 $ 7,741.57 $ 1,618.11 $ 124.47 $ 365.28 $ 9,849.42
2053 $ 8,287.28 $ 1,114.90 $ 85.76 $ 372.58 $ 9,860.53
20S4 $ 8,865.08 $ 576.23 $ 44.33 $ 380.04 $ 9,865.68
Total $ 121,040.24 $ 152,220.96 $ 11,397.97 $ 8,681.70 $ 293,340.88
Footnotes:
[a]Interest on the Improvement Area#1 Bonds is calculated at a 5.375%,6.125%,6.50%rate for term bonds
due 2031,2044,and 2054 respectively.
[b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates.Changes
in Annual Collection Costs, reserve fund requirements,interest earnings,or other available offsets could
increase or decrease the amounts shown.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10/1a/2024 12.55 PM Page 121 of 139
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#1
LOT TYPE 5 BUYER DISCLOSURE
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT" DISTRICT
A person who proposes to sell-or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a
deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land
at a sale conducted under a power of sale under a deed of trust or a sale under a
court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's estate,
guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the real
property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity;or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice,the purchaser,subject to certain exceptions,is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
2024 -202MM693 10118/2024 12.55 PM Page 122 of 139
AFTER RECORDING' RETURN TO:
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF CORPUS CHRISTI, TEXAS
CONCERNING THE FOLLOWING PROPERTY
STREET ADDRESS
IMPROVEMENT AREA#1 LOT TYPE 5 PRINCIPAL ASSESSMENT: $131,565.48
As the purchaser of the real property described above, you are obligated to pay
assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement
or services project (the "Authorized Improvements") undertaken for the benefit of the property
within Whitecap Public Improvement District No. 1(the "District")created under Subchapter A,
Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR. DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Corpus Christi.
The exact amount of each annual installment will be approved each year by the Corpus Christi
City Council in the annual service plan update for the District. More information about the
assessments, including the amounts and due dates,may be obtained from City of Corpus Christi.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
' To be included in separate copy of the notice required by Section 5.0143, Tex. Prop.Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
2024 -202MM693 10118/2024 12.55 PM Page 123 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser
before the effective date of a binding contract for the purchase of the real property at the address
described above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
2 To be included in copy of the notice required by Section 5,014,Tex.Prop. Code,to be executed by seller in accordance with
Section 5.014(a-1),Tex.Prop.Code.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 124 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current
information required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s) whose names) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this , 20_.
Notary Public, State of Texas13
'To be included in separate copy of the notice required by Section 5.0143, Tex,Prop.Code, to be executed at the closing of the
purchase and sale and to be recorded in the deed records of Nueces County.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 125 of 139
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143,Texas Property Code,as amended,at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
COUNTY OF _ §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s)whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this ,20_.
Notary Public, State of Texas]'
'To be included in separate copy of the notice required by Section 6.0143,Tex,Prop.Code,to be executed at the closing of the purchase
and sale and to be recorded in the deed records of Nueces County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 126 of 139
ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 5
Total Annual-
Installment Principal Interest 01 Additional Annual Collection lb?m
Due 1/31 Interest Costs Installments -
2025 $ 3,117.00 $ 7,194.58 $ - $ 232.61 $ 10,544.20
2026 $ 1,616.66 $ 8,054.84 $ 642.24 $ 237.26 $ 10,551.00
2027 $ 1,709.70 $ 7,967.94 $ 634.16 $ 242.01 $ 10,553.81
2028 $ 1,814.38 $ 7,876.05 $ 625.61 $ 246.85 $ 10,562.88
2029 $ 1,913.24 $ 7,778.52 $ 616.54 $ 251.79 $ 10,560.09
2030 $ 2,029.54 $ 7,675.69 $ 606.97 $ 256.82 $ 10,569.02
2031 $ 2,151.66 $ 7,566.60 $ 596.82 $ 261.96 $ 10,577.05
2032 $ 2,279.60 $ 7,450.95 $ 586.07 $ 267.20 $ 10,583.81
2033 $ 2,424.98 $ 7,311.32 $ 574.67 $ 272.54 $ 10,583.52
2034 $ 2,593.63 $ 7,162.79 $ 562.54 $ 277.99 $ 10,596.96
2035 $ 2,762.27 $ 7,003.93 $ 549.58 $ 283.55 $ 10,599.33
2036 $ 2,942.54 $ 6,834.74 $ 535.76 $ 289.22 $ 10,602.28
2037 $ 3,140.27 $ 6,654.51 $ 521.05 $ 295.01 $ 10,610.84
2038 $ 3,343.80 $ 6,462.17 $ 505.35 $ 300.91 $ 10,612.23
2039 $ 3,570.60 $ 6,257.36 $ 488.63 $ 306.93 $ 10,623.52
2040 $ 3,809.03 $ 6,038.66 $ 470.78 $ 313.07 $ 10,631.53
2041 $ 4,053.27 $ 5,805.36 $ 451.73 $ 319.33 $ 10,629.69
2042 $ 4,326.59 $ 5,557.10 $ 431.47 $ 325.71 $ 10,640.87
2043 $ 4,611.54 $ 5,292.10 $ 409.83 $ 332.23 $ 10,645.69
2044 $ 4,919.75 $ 5,009.64 $ 386.78 $ 338.87 $ 10,655.04
204S $ 5,239.59 $ 4,708.30 $ 362.18 $ 34S.65 $ 10,655.72
2046 $ 5,611.77 $ 4,367.73 $ 335.98 $ 352.56 $ 10,668.04
2047 $ 6,001.40 $ 4,002.97 $ 307.92 $ 359.61 $ 10,671.90
2048 $ 6,425.91 $ 3,612.88 $ 277.91 $ 366.81 $ 10,683.51
2049 $ 6,873.69 $ 3,195.19 $ 245.78 $ 374.14 $ 10,688.81
2050 $ 7,356.36 $ 2,748.40 $ 211.42 $ 381.63 $ 10,697.80
20S1 $ 7,868,11 $ 2,270.24 $ 174.63 $ 389.26 $ 10,702.24
2052 $ 8,414.75 $ 1,758.81 $ 135.29 $ 397.04 $ 10,705.89
2053 $ 9,007.91 $ 1,211.85 $ 93.22 $ 404.98 $ 10,717.96
2054 $ 9,635.96 $ 626.34 $ 48.18 $ 413.08 $ 10,723.56
Total $ 131,565.48 $ 165,457.S7 $ 12,389.10 $ 9,436.63 $ 318,848.78
Footnotes:
[a] Interest on the Improvement Area#1 Bonds is calculated at a 5.375%,6.125%,6.50%rate for term bonds due
[b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates.Changes
in Annual Collection Costs,reserve fund requirements,interest earnings,or other available offsets could
increase or decrease the amounts shown,
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 127 of 139
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1- IMPROVEMENT AREA#1
LOT TYPE 6 BUYER DISCLOSURE
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
l)under a court order or foreclosure sale;
2)by a trustee in bankruptcy;
3)to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a
deed of trust by a trustor or successor in interest;
4)by a mortgagee or a beneficiary under a deed of trust who has acquired the land
at a sale conducted under a power of sale under a deed of trust or a sale under a
court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5)by a fiduciary in the course of the administration of a decedent's estate,
guardianship, conservatorship,or trust;
6)from one co-owner to another co-owner of an undivided interest in the real
property;
7)to a spouse or a person in the lineal line of consanguinity of the seller;
8)to or from a governmental entity; or
9)of only a mineral interest, leasehold interest,or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice,the purchaser,subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
2024 -202MM693 10118/2024 12.55 PM Page 128 of 139
AFTER RECORDING' RETURN TO:
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF CORPUS CHRISTI, TEXAS
CONCERNING THE FOLLOWING PROPERTY
STREET ADDRESS
IMPROVEMENT AREA 41 LOT TYPE 6 PRINCIPAL ASSESSMENT: $157,878.58
As the purchaser of the real property described above, you are obligated to pay
assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement
or services project (the "Authorized Improvements") undertaken for the benefit of the property
within Whitecap Public Improvement District No. I(the"District")created under Subchapter A,
Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Corpus Christi.
The exact amount of each annual installment wiI I be approved each year by the Corpus Christi
City Council in the annual service plan update for the District. More information about the
assessments,including the amounts and due dates,may be obtained from City of Corpus Christi.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
' To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code,to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
2024 -202MM693 10118/2024 12.55 PM Page 129 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser
before the effective date of a binding contract for the purchase of the real property at the address
described above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
2 To be included in copy of the notice required by Section 5.014,Tex.Prop. Code,to be executed by seller in accordance with
Section 5.014(a-1),Tex.Prop.Code.
Signature Rage to Initial Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10/1a/2024 12.55 PM Page 130 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current
information required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and sea( of office on this , 20_.
Notary Public, State of Texas13
'To be included in separate copy of the notice required by Section 5.0143,Tex. Prop.Code, to be executed at the closing of the
purchase and sale and to be recorded in the deed records of Nueces County.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10/1a/2024 12.55 PM Page 131 of 139
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143,"Texas Property Code, as amended,at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s)whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this , 20_.
Notary Public, State of Texas]'
'To be included in separate copy of the notice required by Section 5,0143,Tex,Prop.Code,to be executed at the closing of the purchase
and sale and to be recorded In the deed records of Nueces County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 132 of 139
ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 6
Installment [11 Additional Annual Collection Total Annualm
Due 1/31 Principal Interest Interest Costs Installments Jbi
2025 $ 3,740,40 $ 8,633.50 $ - $ 279.13 $ 12,653.04
2026 $ 1,939.99 $ 9,665.81 $ 770.69 $ 284.72 $ 12,661.20
2027 $ 2,051,64 $ 9,561.53 $ 760.99 $ 290.41 $ 12,664.57
2028 $ 2,177.25 $ 9,451.26 $ 750.73 $ 296.22 $ 12,675.46
2029 $ 2,295.88 $ 9,334.23 $ 739.85 $ 302.14 $ 12,672.10
2030 $ 2,435.45 $ 9,210.83 $ 728.37 $ 308.19 $ 12,682.83
2031 $ 2,582.00 $ 9,079.92 $ 716.19 $ 314.35 $ 12,692.46
2032 $ 2,735.52 $ 8,941.14 $ 703.28 $ 320.64 $ 12,700.58
2033 $ 2,909.98 $ 8,773.59 $ 689.60 $ 327.05 $ 12,700.22
2034 $ 3,112.35 $ 8,595.35 $ 675.05 $ 333.59 $ 12,716.35
2035 $ 3,314.72 $ 8,404.72 $ 659.49 $ 340.26 $ 12,719.20
2036 $ 3,531.05 $ 8,201.69 $ 642.92 $ 347.07 $ 12,722.73
2037 $ 3,768.32 $ 7,985.42 $ 625.26 $ 354.01 $ 12,733.01
2038 $ 4,012.56 $ 7,754.61 $ 606.42 $ 361.09 $ 12,734.68
2039 $ 4,284.72 $ 7,S08.84 $ 586.36 $ 368.31 $ 12,748.22
2040 $ 4,570.83 $ 7,246.40 $ 564.93 $ 375,68 $ 12,757.84
2041 $ 4,863.92 $ 6,966.43 $ 542.08 $ 383.19 $ 12,755.63
2042 $ 5,191.91 $ 6,668.52 $ 517.76 $ 390.86 $ 12,769.04
2043 $ 5,533.85 $ 6,350.51 $ 491.80 $ 398.67 $ 12,774.83
2044 $ 5,903.70 $ 6,011,57 $ 464.13 $ 406.65 $ 12,786.04
2045 $ 6,287.51 $ 5,649.97 $ 434.61 $ 414.78 $ 12,786.87
2046 $ 6,734.12 $ 5,241.28 $ 403.18 $ 423.08 $ 12,801.65
2047 $ 7,201.67 $ 4,803.56 $ 369.50 $ 431.54 $ 12,806.27
2048 $ 7,711.10 $ 4,335.45 $ 333.50 $ 440.17 $ 12,820.21
2049 $ 8,248.43 $ 3,834.23 $ 294.94 $ 448.97 $ 12,826.57
2050 $ 8,827.63 $ 3,298.08 $ 253.70 $ 457.95 $ 12,837.36
2051 $ 9,441.73 $ 2,724.28 $ 209.56 $ 467.11 $ 12,842.68
2052 $ 10,097.70 $ 2,110.57 $ 162.35 $ 476.45 $ 12,847.07
2053 $ 10,809.49 $ 1,454.22 $ 111.86 $ 485.98 $ 12,861.56
2054 $ 11,563,15 $ 751.61 $ 57.82 $ 495.70 $ 12,868.27
Total $ 157,878.58 $ 198,S49.08 $ 14,866.92 $ 11,323.96 $ 382,618.54
Footnotes.,
[a] Interest on the Improvement Area#1 Bonds is calculated at a 5.375%,6.125%,6.50%rate for term bonds
due 2031,2044,and 2054 respectively.
[b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates.Changes
in Annual Collection Costs,reserve fund requirements,interest earnings,or other available offsets could
increase or decrease the amounts shown.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 133 of 139
WHITECAP PUBLIC IMPROVEMENT DISTRICT NO. 1 - IMPROVEMENT AREA#t1
LOT TYPE 7 BUYER DISCLOSURE
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a
deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land
at a sale conducted under a power of sale under a deed of trust or a sale under a
court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's estate,
guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the real
property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9)of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice,the purchaser,subject to certain exceptions,is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
2024 -202MM693 10118/2024 12.55 PM Page 134 of 139
AFTER RECORDING' RETURN TO:
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF CORPUS CHRISTI, TEXAS
CONCERNING THE FOLLOWING PROPERTY
STREET ADDRESS
IMPROVEMENT AREA 41 LOT TYPE 7 PRINCIPAL ASSESSMENT: $210,504.77
As the purchaser of the real property described above, you are obligated to pay
assessments to City of Corpus Christi, Texas, for the costs of a portion of a public improvement
or services project (the "Authorized Improvements") undertaken for the benefit of the property
within Whitecap Public Improvement District No. I(the"District")created under Subchapter A,
Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Corpus Christi.
The exact amount of each annual installment will be approved each year by the Corpus Christi
City Council in the annual service plan update for the District. More information about the
assessments, including the amounts and due dates,may be obtained from City of Corpus Christi.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
' To be included in separate copy of the notice required by Section 5,0143, Tex.Prop.Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Nueces County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
2024 -202MM693 10118/2024 12.55 PM Page 135 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser
before the effective date of a binding contract for the purchase of the real property at the address
described above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
'To be included in copy of the notice required by Section 5,014,Tex. Prop, Code,to be executed by seller in accordance with
Section 5.014(a-1),Tex.Prop.Code.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 136 of 139
[The undersigned purchaser acknowledges receipt of this notice before the effective date
of a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current
information required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s)whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this , 20_.
Notary Public, State of Texas]'
'To be included in separate copy of the notice required by Section 5.0143, Tex.Prop.Code, to be executed at the closing of the
purchase and sale and to be recorded in the deed records of Nueces County.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12:55 PM Page 137 of 139
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code,as amended,at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
,known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this ,20 .
Notary Public, State of Texas]a
4 To be included in separate copy of the notice required by Section 5.0143,Tex,Prop.Code,to be executed at the closing of the purchase
and sale and to be recorded in the deed records of Nueces County,
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
2024 -2024035693 10118/2024 12:55 PM Page 138 of 139
ANNUAL INSTALLMENTS- IMPROVEMENT AREA#1 LOT TYPE 7
Installment Principal Interest Additional Annual Collection Total Annual
2025 $ 4,987.21 $ 11,511.33 $ - $ 372.18 $ 16,870.71
2026 $ 2,586,65 $ 12,887.74 $ 1,027.59 $ 379.62 $ 16,881.60
2027 $ 2,735.52 $ 12,748.71 $ 1,014.65 $ 387.22 $ 16,886.10
2028 $ 2,903.00 $ 12,601.67 $ 1,000.98 $ 394.96 $ 16,900.61
2029 $ 3,061.18 $ 12,445.64 $ 986.46 $ 402.86 $ 16,896.14
2030 $ 3,247.27 $ 12,281.10 $ 971.16 $ 410.92 $ 16,910.44
2031 $ 3,442.66 $ 12,106.56 $ 954.92 $ 419.13 $ 16,923.28
2032 $ 3,647.36 $ 11,921.52 $ 937.71 $ 427.52 $ 16,934.10
2033 $ 3,879.97 $ 11,698.12 $ 919.47 $ 436.07 $ 16,933.63
2034 $ 4,149.80 $ 11,460.47 $ 900.07 $ 444.79 $ 16,955.13
2035 $ 4,419.63 $ 11,206.29 $ 879.32 $ 453.68 $ 16,958.93
2036 $ 4,708.07 $ 10,93S.S9 $ 857.22 $ 462.76 •$ 16,963.64
2037 $ 5,024.42 $ 10,647.22 $ 833.68 $ 472.01 $ 16,977.34
2038 $ 5,350.08 $ 10,339.47 $ 808.56 $ 481.45 $ 16,979.57
2039 $ 5,712.96 $ 10,011.78 $ 781.81 $ 491.08 $ 16,997.63
2040 $ 6,094.44 $ 9,661.86 $ 753.24 $ 500.90 $ 17,010.45
2041 $ 6,485.23 $ 9,288.58 $ 722.77 $ 510.92 $ 17,007.50
2042 $ 6,922.54 $ 8,891.36 $ 690.35 $ 521.14 $ 17,025.39
2043 $ 7,378.46 $ 8,467.35 $ 655.73 $ 531.56 $ 17,033.11
2044 $ 7,871.60 $ 8,015.42 $ 618.84 $ 542.20 $ 17,048.06
2045 $ 8,383.34 $ 7,533.29 $ S79.48 $ 553.04 $ 17,049.15
2046 $ 8,978.83 $ 6,988.37 $ 537.57 $ 564.10 $ 17,068.87
2047 $ 9,602.23 $ 6,404.75 $ 492.67 $ 575.38 $ 17,075.03
2048 $ 10,281.46 $ 5,780.60 $ 444.66 $ 586.89 $ 17,093.61
2049 $ 10,997.91 $ 5,112.31 $ 393.25 $ 598.63 $ 17,102.09
2050 $ 11,770.18 $ 4,397.44 $ 338.26 $ 610.60 $ 17,116.49
2051 $ 12,588.97 $ 3,632.38 $ 279.41 $ 622.81 $ 17,123.58
2052 $ 13,463.60 $ 2,814.10 $ 216.47 $ 635.27 $ 17,129.43
2053 $ 14,412.65 $ 1,938.96 $ 149.15 $ 647.97 $ 17,148.74
2054 $ 1S,417.54 $ 1,002.14 $ 77.09 $ 660.93 $ 17,157.70
Total $ 210,504.77 $ 264,732.11 $ 19,822.56 $ 15,098.61 $ 510,15 1 n
Footnotes:
[a]Interest on the Improvement Area#1 Bonds is calculated at a 5.375%,6.125%,6.50%rate for term bonds
due 2031,2044,and 2054 respectively.
[b]The figures shown above are estimates only and subject to change in Annual Service Plan Updates.Changes
in Annual Collection Costs,reserve fund requirements,interest earnings,or other available offsets could
increase or decrease the amounts shown.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
2024 -202MM693 10118/2024 12.55 PM Page 139 of 139
Nueces County
Kara Sands
Nueces County Clerk
*VG-85-2024.2024035693*
Instrument Number: 2024035693
Official Public Records
NOTICE
Recorded On: October 18, 2024 12:55 PM Number of Pages: 140
Examined and Charged as Follows: "
Total Recording: $572,00
STATE OF TEXAS
�o�ptY U9f Nueces County
* *SQ
* I hereby certify that this Instrument was filed in the File Number sequence on the date/time
oprinted hereon,and was duly recorded in the Official Records of Nueces County,Texas
Kara Sands
�FNU Nueces County Clerk
Nueces County, TX
THIS PAGE IS PART OF THE INSTRUMENT
Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law.
File Information: Record and Return To:
Document Number: 2024035693 RTC-ASHLAR INTERESTS CC
Receipt Number: 20241018000110
Recorded Date/Time: October 18, 2024 12:55 PM
User: Regina C
Station: CLERK04.nuecescc.local