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HomeMy WebLinkAbout033691 ORD - 07/22/2025 FINAL ORDINANCE NO. 033691 ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2025", FOR PUBLIC SAFETY,VEHICLES AND STREETS IN AN AMOUNT NOT TO EXCEED $11,120,000; LEVYING AN ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE OBLIGATIONS; DELEGATING AUTHORITY TO THE CITY MANAGER, ASSISTANT CITY MANAGER OVER FINANCE, DIRECTOR OF FINANCE AND PROCUREMENT TO EXECUTE DOCUMENTS RELATING TO THE SALE OF THE NOTES; ENACTING OTHER PROVISIONS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE WHEREAS, pursuant to the provisions of Chapter 1431, as amended, Texas Government Code (the Act), the City Council (the Governing Body) of the City of Corpus Christi, Texas (the City or the Issuer) is authorized and empowered to issue anticipation notes to pay contractual obligations incurred or to be incurred for the construction of any public works,for the purchase of materials, supplies, equipment, machinery, buildings, lands, and rights-of-way for the Issuer's authorized needs and purposes, and for professional services, including services provided by tax appraisal engineers, engineers, architects, attorneys, auditors, mapmakers, financial advisors, and fiscal agents; and WHEREAS, in accordance with the provisions of the Act, the Governing Body hereby finds and determines that anticipation notes should be issued and sold at this time to finance the costs of paying contractual obligations to be incurred for(1) designing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes,collectors,drainage, landscape, signage,acquiring lands and rights-of-way necessary thereto or incidental therewith(but specifically excluding related City utility costs,which are the responsibility of the City's utility system);(2)purchasing and equipping public safety vehicles, including police and fire vehicles; (3) acquisition of parks equipment, including a dump truck; (4)constructing,acquiring,purchasing,renovating, enlarging, equipping, and improving the City's public safety facilities,including a new detention center;(5)the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (6) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects; and WHEREAS, the Governing Body hereby finds and determines that the issuance of anticipation notes is in the best interests of the residents of the Issuer,now,therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: 298049598.4 SECTION 1: Authorization - Designation - Principal Amount - Purpose. General obligation notes of the Issuer shall be and are hereby authorized to be issued in the aggregate principal amount of TEN MILLION FOUR HUNDRED EIGHTY FIVE THOUSAND AND NO/100 DOLLARS ($10,485,000), to be designated and bear the title of"CITY OF CORPUS CHRISTI,TEXAS LIMITED TAX NOTES, SERIES 2025"(the Obligations), for the purpose of providing funds for (1) designing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes,collectors,drainage,landscape,signage,acquiring lands and rights-of-way necessary thereto or incidental therewith (but specifically excluding related City utility costs, which are the responsibility of the City's utility system); (2) purchasing and equipping public safety vehicles, including police and fire vehicles; (3)acquisition of parks equipment, including a dump truck; (4) constructing, acquiring, purchasing, renovating, enlarging, equipping, and improving the City's public safety facilities, including a new detention center; (5) the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (6) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, all in conformity with the laws of the State of Texas,particularly Chapters 1431 and 1371, as amended, Texas Government Code, an ordinance adopted by the Governing Body on July 22,2025,and the City's Home Rule Charter. As authorized by Chapter 1371, as amended, Texas Government Code (Chapter 1371), each Pricing Officer (defined herein) is hereby authorized, appointed, and designated as the officers of the Issuer authorized to act on behalf of the Issuer in selling and delivering the obligations as authorized herein and carrying out the procedures specified in this Ordinance, including approval of the following terms and provisions for the obligations: A. the aggregate principal amount of the obligations, as well as the principal amount of each stated maturity; B. the rate of interest to be borne on the principal amount of each stated maturity and the interest payment dates for the obligations; C. the Note Date for the obligations; D. whether the obligations are sold pursuant to a competitive or negotiated sale based upon the advice of the Issuer's financial advisor; E. the optional, extraordinary optional, and mandatory redemption provisions applicable, if at all,to the obligations; F. whether or not to issue the obligations on a taxable or tax-exempt basis and, if on a tax-exempt basis, subject to market conditions at the time of pricing and sale of the obligations; G. the pricing of the obligations, including use of premium, discount, underwriters' compensation, and costs of issuance; and 298049598.4 2 H. approval, replacement, or confirmation, as applicable, of the underwriting syndicate of the obligations, to consist of one (1) or more financial institutions included in the Issuer's approved underwriters pool, and the establishment or confirmation, as applicable, of the respective roles of the members of such syndicate,which approval,replacement,and establishment (if any)shall supersede prior action or actions of the Governing Body concerning the same. The Obligations shall be issued within the following parameters: A. the principal amount of the Obligations issued hereunder shall not exceed $11,120,000; B. the maximum maturity of the Obligations shall not occur later than March 1,2032; C. the true interest cost on the Obligations shall not exceed a rate greater than 5.00% per annum; and D. the Obligations hereunder issued shall be sold on or before July 22, 2026 (though the initial delivery of a particular series of Obligations may occur within a reasonable period of time occurring thereafter, as determined by a Pricing Officer). Any Pricing Officer, acting for and on behalf of the Issuer, is authorized, with respect to a series of obligations, to complete and execute an Approval Certificate, in substantially the form attached hereto as Schedule I. The execution of the Approval Certificate shall evidence the sale date of the Obligations by the Issuer to the initial purchasers thereof in accordance with the provisions of Chapter 1371 and as set forth in Schedule I. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete a copy of this Ordinance as evidence of the issuance of the Obligations pursuant to the delegated authority granted hereunder and to reflect such final terms for the Obligations, which includes (A) completion of the preamble to this Ordinance, included deletion of those recitals that are not applicable to the particular series of Obligations then being issued,(B)selection of the appropriate terms to reflect the final transaction structure and terms of sale evidenced in an applicable Approval Certificate, and (C) such other necessary technical modifications to this Ordinance(including the renumbering of sections hereof) to accommodate all other terms and provisions of this Section 1. In addition to the foregoing,each Pricing Officer is authorized to execute, as the act and deed of the Issuer and on behalf of the Governing Body, any and all contracts, agreements, letters, and certificates, relative to the Obligations that may be required by this Ordinance, as supplemented in the manner described above, or determined to be necessary or advisable in connection with an issuance of Obligations hereunder. It is further provided, however, that notwithstanding the foregoing provisions, the Obligations shall not be delivered unless prior to delivery, the Obligations have been rated by a nationally recognized rating agency for municipal securities in one(1)of the four(4)highest rating categories for long term obligations, as required by Chapter 1371. SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates — Dated Date. The Obligations shall be issued as fully registered obligations,without coupons, shall be dated September 16,2025 (the Dated Date), and shall be in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity), and the 298049598.4 3 Obligations shall be lettered"R"and numbered consecutively from One(1)upward,and principal shall become due and payable on March 1 in each of the years and in principal amounts(the Stated Maturities) and bear interest on the unpaid principal amounts from the Closing Date (hereinafter defined)or from the most recent Interest Payment Date(hereinafter defined)to which interest has been paid or duly provided for, to Stated Maturity, at the per annum rates, while Outstanding (hereinafter defined), in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts($) Rates (%) 2026 1,300,000 5.000 2027 1,345,000 5.000 2028 1,415,000 5.000 2029 1,485,000 5.000 2030 1,565,000 5.000 2031 1,645,000 5.000 2032 1,730,000 5.000 The Obligations shall bear interest on the unpaid principal amounts from the Closing Date (anticipated to occur on September 16, 2025) or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity, while Outstanding, at the rates per annum shown in the above schedule(calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Obligations shall be payable on March 1 and September 1 in each year (each, an Interest Payment Date), commencing March 1, 2026, while the Obligations are Outstanding. SECTION 3: Payment of Obligations - Paving Agent/Registrar. The principal of, premium, if any,and the interest on the Obligations,due and payable by reason of Stated Maturity, shall be payable, without exchange or collection charges to the Holder (as hereinafter defined), appearing on the registration and transfer books maintained by the Paying Agent/Registrar (hereinafter defined), in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts,and such payment of principal of,premium,if any,and interest on the Obligations shall be without exchange or collection charges to the Holder(as hereinafter defined) of the Obligations. The selection and appointment of BOKF,NA,Dallas,Texas(the Paying Agent/Registrar), to serve as the initial Paying Agent/Registrar for the Obligations is hereby approved and confirmed,and the Issuer agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Obligations, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form,as Exhibit A hereto,and such reasonable rules and regulations as the Paying Agent/Registrar and the Issuer may prescribe. The Issuer covenants to maintain and provide a Paying Agent/Registrar at all times while the Obligations are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a 298049598.4 4 corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The Issuer reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency.Additionally,the Issuer agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Obligations by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the Obligations, due and payable by reason of Stated Maturity, or otherwise, shall be payable only to the registered owner of the Obligations appearing on the Security Register(the Holder or Holders)maintained on behalf of the Issuer by the Paying Agent/Registrar as hereinafter provided(i)on the Record Date(hereinafter defined)for purposes of payment of interest on the Obligations, (ii)on the date of surrender of the Obligations for purposes of receiving payment of principal thereof at the Obligations' Stated Maturity, and (iii)on any date for any other purpose. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of an Obligation for purposes of receiving payment and all other purposes whatsoever, and neither the Issuer nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Obligations shall be payable only upon presentation and surrender of the Obligations to the Paying Agent/Registrar at its corporate trust office. Interest on the Obligations shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Obligations(the Record Date)and shall be paid(i)by check sent on or prior to the appropriate date of payment by United States mail,first-class postage prepaid,by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Obligations shall be a Saturday,a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close,then the date for such payment shall be the next succeeding day which is not such a day.The payment on such date shall have the same force and effect as if made on the original date any such payment on the Obligations was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date-which shall be fifteen (15) days after the Special Record Date) shall be sent at least five(5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder of an Obligation 298049598.4 5 appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: No o Redemption. The Obligations are not subject to redemption prior to Stated Maturity. SECTION 5: Execution-Registration.The Obligations shall be executed on behalf of the Issuer by its Mayor or Mayor Pro Tem under the seal of the Issuer reproduced or impressed thereon and attested by its City Secretary. The signature of any of said officers on the Obligations may be manual or facsimile. Obligations bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Obligations to the Purchasers (hereinafter defined), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Obligation shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Obligation either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D,executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Obligation shall be conclusive evidence, and the only evidence, that such Obligation has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Obligations - Predecessor Obligations. A Security Register relating to the registration,payment,transfer,or exchange of the Obligations shall at all times be kept and maintained by the Issuer at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each Holder of the Obligations, or, if appropriate, the nominee thereof,issued under and pursuant to the provisions of this Ordinance.Any Obligation may,in accordance with its terms and the terms hereof,be transferred or exchanged for Obligations of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Obligation to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Obligation at the corporate trust office of the Paying Agent/Registrar,the Issuer shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees,one or more new Obligations of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Obligation or Obligations surrendered for transfer. At the option of the Holder, Obligations may be exchanged for other Obligations of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Obligations surrendered for exchange upon surrender 298049598.4 6 of the Obligations to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Obligations are so surrendered for exchange, the Issuer shall execute, and the Paying Agent/Registrar shall register and deliver, the Obligations to the Holder requesting the exchange. All Obligations issued upon any transfer or exchange of Obligations shall be delivered at the corporate trust office of the Paying Agent/Registrar,or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the Issuer, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance,as the Obligations surrendered upon such transfer or exchange. All transfers or exchanges of Obligations pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Obligations canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Obligations, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Obligation or Obligations registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Obligations shall include any Obligation registered and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Obligation which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Obligation. SECTION 7: Initial Obligation.The Obligations herein authorized shall be initially issued as a single fully registered Obligation in the aggregate principal amount of $10,485,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1 (the Initial Obligation), and the Initial Obligation shall be registered in the name of the Purchasers (defined herein) or the designee thereof. The Initial Obligation shall be the Obligation submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers.Any time after the delivery of the Initial Obligation,the Paying Agent/Registrar, pursuant to written instructions from the Purchasers,or the designee thereof,shall cancel the Initial Obligation delivered hereunder and exchange therefor Definitive Obligations of like kind and of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor;all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: FORMS. A. Forms Generally. The Obligations, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Obligations shall be substantially in the 298049598.4 7 forms set forth in this Section with such appropriate insertions, omissions, substitutions,and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements(including insurance legends in the event the Obligations,or any Stated Maturities thereof, are insured, and any reproduction of an opinion of Bond Counsel (hereinafter referenced))thereon as may,consistent herewith,be established by the Issuer or determined by the officers executing the Obligations as evidenced by their execution thereof.Any portion of the text of any Obligation may be set forth on the reverse thereof,with an appropriate reference thereto on the face of the Obligation. The definitive Obligations shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Obligations as evidenced by their execution thereof, but the Initial Obligation submitted to the Attorney General of the State of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 298049598.4 8 B. Form of Definitive Obligations. REGISTERED REGISTERED NO. PRINCIPAL AMOUNT $ United States of America State of Texas Counties of Nueces,Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2025 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: September 16, 2025 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas (the Issuer), a body corporate and a municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above,the Principal Amount specified above,and to pay interest on the unpaid Principal Amount hereof from the Closing Date, anticipated to occur on or about September 16, 2025, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made or duly provided for,to Stated Maturity,while Outstanding,at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year (each, an Interest Payment Date) commencing March 1,2026. Principal on this Obligation shall be payable to the Registered Owner hereof(the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Obligation(or one or more Predecessor Obligations,as defined in the Ordinance hereinafter referenced)whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of and interest on this Obligation shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail,first-class postage prepaid,to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 298049598.4 As specified in the Ordinance,the Obligations are not subject to redemption prior to Stated Maturity. This Obligation is one of the series specified in its title issued in the aggregate principal amount of$10,485,000(the Obligations)pursuant to an ordinance adopted by the Governing Body of the Issuer (the Ordinance), for the purpose of (1) designing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes,collectors,drainage, landscape, signage,acquiring lands and rights-of-way necessary thereto or incidental therewith(but specifically excluding related City utility costs,which are the responsibility of the City's utility system);(2)purchasing and equipping public safety vehicles, including police and fire vehicles; (3) acquisition of parks equipment, including a dump truck; (4)constructing,acquiring,purchasing,renovating,enlarging,equipping, and improving the City's public safety facilities,including a new detention center;(5)the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (6) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, all in conformity with the laws of the State of Texas, including Chapters 1431 and 1371, as amended, Texas Government Code, an ordinance adopted by the Governing Body on July 22, 2025, and the City's Home Rule Charter. The Obligations of this series are payable from the proceeds of an annual ad valorem tax levied upon all taxable property within the Issuer within the limitations prescribed by law. Reference is hereby made to the Ordinance,a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Obligations;the terms and conditions relating to the transfer or exchange of the Obligations;the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the Issuer and the Paying Agent/Registrar; the terms and provisions upon which this Obligation may be discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Obligation, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent,and thereupon one or more new fully registered Obligations of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon,(ii)on the date of surrender of this Obligation as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, 298049598.4 10 and(iii)on any other date as the owner hereof for all other purposes,and neither the Issuer nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter,a new record date for such interest payment(a Special Record Date)will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer.Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date-which shall be fifteen(15)days after the Special Record Date)shall be sent at least five(5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Obligation in order to render the same a legal, valid, and binding obligation of the Issuer have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that issuance of the Obligations does not exceed any constitutional or statutory limitation;and that due provision has been made for the payment of the principal of,premium if any,and interest on the Obligations by the levy of a tax as aforestated. In case any provision in this Obligation or any application thereof shall be deemed invalid, illegal,or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby.The terms and provisions of this Obligation and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF,the Issuer has caused this Obligation to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS By Mayor ATTEST: City Secretary (CITY SEAL) 298049598.4 1 1 [The remainder of this page intentionally left blank.) 298049598.4 12 C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Obligation Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Obligation has been examined, certified as to validity and approved by the Attorney General of the State of Texas,and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Do Not Print on Definitive Obligations. D. *Form of Certificate of Paving Agent/Registrar to Appear on Definitive Obligations Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Obligation has been duly issued under the provisions of the within-mentioned Ordinance; the Obligation or Obligations of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: BOKF,NA, Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Obligations. 298049598.4 13 E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns,and transfers unto (Print or typewrite name,address, and zip code of transferee): (Social Security or other identifying number): the within Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Obligation on the books kept for registration thereof,with full power of substitution in the premises. DATED: NOTICE:The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Obligation in every particular. Signature guaranteed: [The remainder of this page intentionally left blank.] 298049598.4 14 F. Form of Initial Obligation. The Initial Obligation shall be in the form set forth in paragraph B of this Section,except that the form of a single fully registered Initial Obligation shall be modified as follows: (i) immediately under the name of the Obligation the headings "Interest Rate " and"Stated Maturity " shall both be completed"as shown below"; (ii) the first two paragraphs shall read as follows: REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi,Texas(the Issuer),a body corporate and municipal corporation in the Counties of Nueces,Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts($) Rates(%) (Information to be inserted from schedule in Section 2 hereof). and to pay interest on the unpaid Principal Amount hereof from the Closing Date (anticipated to occur on September 16,2025)or from the most recent Interest Payment Date(hereinafter defined) to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for, to Stated Maturity, while Outstanding, at the per annum rates of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year, (each, an Interest Payment Date)commencing March 1, 2026. Principal of this Obligation shall be payable to the Registered Owner hereof(the Holder), upon its presentation and surrender, to Stated Maturity, while Outstanding, at the corporate trust office BOKF, NA, Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Obligation whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date,which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Obligation shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail,first-class postage prepaid,to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of,the Holder hereof. 298049598.4 15 [END OF FORMS] A. Insurance Legend. If bond insurance is obtained by the Issuer or the Purchasers for the Obligations, the definitive Obligations and the Initial Obligation shall bear an appropriate legend as provided by the bond insurer under the appropriate heading as follows: [BOND INSURANCE] SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i)the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 19 and 36 of this Ordinance have the meanings assigned to them in such Sections,and all such terms include the plural as well as the singular; (ii)all references in this Ordinance to designated"Sections"and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii)the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Authorized Officials shall mean the City Manager, each Assistant City Manager,Director of Finance and Procurement, City Secretary, and City Attorney of the City. B. The term City or the Issuer shall mean the City of Corpus Christi,Texas located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the Governing Body of the Issuer. C. The term Closing Date shall mean the date of physical delivery of the Initial Obligation in exchange for the payment in full by the Purchasers. D. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the Issuer as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be prepaid as to principal prior to Stated Maturity. E. The term Depository shall mean an official depository bank of the Issuer. F. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by,the United States of America;(ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or 298049598.4 16 approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; or (iv)any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Obligations. G. The term Holder or Holders shall mean the registered owner,whose name appears in the Security Register, for any Obligation. H. The term Interest Payment Date shall mean the date interest is payable on the Obligations,being March 1 and September 1 of each year,commencing March 1,2026,while any of the Obligations remain Outstanding. I. The term Obligation Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. J. The term Obligations shall mean the $10,485,000"CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2025"authorized by this Ordinance. K. The term Ordinance shall mean this ordinance finally adopted by the Governing Body of the Issuer on July 22,2025. L. The term Outstanding when used in this Ordinance with respect to Obligations shall mean, as of the date of determination, all Obligations issued and delivered under this Ordinance, except: (1) those Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Obligations for which payment has been duly provided by the Issuer in accordance with the provisions of Section 21 of this Ordinance; and (3) those Obligations that have been mutilated, destroyed, lost, or stolen and replacement Obligations have been registered and delivered in lieu thereof as provided in Section 17 of this Ordinance. M. The term Pricing Officer shall mean either of the City Manager, the Assistant City Manager, or the Director of Finance and Procurement of the City(which shall include any person serving in the foregoing capacity on an interim or non-permanent basis). N. The term Purchasers shall mean the initial purchasers of the Obligations named in Section 18 of this Ordinance. O. The term Series 2025 Bonds shall mean the"City of Corpus Christi,Texas General Improvement Bonds, Series 2025", authorized and issued pursuant to an ordinance adopted concurrently herewith. 298049598.4 17 P. The term Series 2025 Certificates shall mean the "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2025A", authorized and issued pursuant to an ordinance adopted concurrently herewith. Q. The term Stated Maturity shall mean the annual principal payments of the Obligations payable on March 1 of each year,as set forth in Section 2 of this Ordinance. SECTION 10: Obligation Fund — Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment and retirement of the Obligations,there shall be and is hereby created a special Fund to be designated "LIMITED TAX NOTES, SERIES 2025, INTEREST AND SINKING FUND" (the Obligation Fund), which Fund shall be kept and maintained at the Depository,and money deposited in such Fund shall be used for no other purpose and shall be maintained as provided in Section 19. Authorized Officials of the Issuer are hereby authorized and directed to make withdrawals from the Obligation Fund sufficient to pay the principal of,premium,if any,and interest on the Obligations as the same become due and payable, or the purchase price thereof,and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Obligation Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Obligations, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Obligations. Pending the transfer of funds to the Paying Agent/Registrar,money deposited in any Fund created and established pursuant to the provisions of this Ordinance may,at the option of the Issuer, may be placed in time deposits,certificates of deposit,guaranteed investment contracts,or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended,Chapter 2256,Texas Government Code,secured(to the extent not insured by the Federal Deposit Insurance Corporation)by obligations of the type hereinafter described,or be invested,as authorized by any law, including investments held in book-entry form, in securities including,but not limited to,direct obligations of the United States of America,obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Small Business Administration, Farmers Home Administration, Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such Fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses debited to, such Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Obligations. SECTION 11: Tax Levy.To provide for the payment of the Debt Service Requirements on the Obligations being(i)the interest on the Obligations and(ii)a sinking fund for their redemption 298049598.4 18 at Stated Maturity or a sinking fund of 2%(whichever amount shall be the greater),there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Obligations or any interest thereon shall remain Outstanding,a sufficient tax,within the limitations prescribed by law, on each one hundred dollars' valuation of taxable property in the Issuer, adequate to pay such Debt Service Requirements,full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Obligation Fund and are thereafter pledged to the payment of the Obligations. The Governing Body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the Issuer for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and other obligations of the Issuer. SECTION 12: Deposits to Obligation Fund — Surplus Obligation Proceeds. The Issuer hereby covenants and agrees to cause to be deposited in the Obligation Fund prior to a principal and interest payment date for the Obligations, from the annual levy of an ad valorem tax or from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Obligations as the same accrues or matures or comes due by reason of Stated Maturity. Accrued interest, if any,received from the Purchasers of the Obligations shall be deposited to the Obligation Fund. In addition, any surplus proceeds from the sale of the Obligations, including investment income thereon, not expended for authorized purposes, as described in Section 1 hereof, shall be deposited in the Obligation Fund, and such amounts so deposited shall reduce the sum otherwise required to be deposited in said Fund from ad valorem taxes. SECTION 13: Security for Funds. All money on deposit in the Funds for which this Ordinance makes provision(except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 14: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas,the Issuer covenants and agrees particularly that in the event the Issuer(a) defaults in the payments to be made to the Obligation Fund or(b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Obligations shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the Issuer and other officers of the Issuer to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may 298049598.4 19 be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 15:Notices to Holders—Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given(unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail,neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice,either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 16: Cancellation. All Obligations surrendered for payment,transfer, exchange, or replacement,if surrendered to the Paying Agent/Registrar,shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Issuer may at any time deliver to the Paying Agent/Registrar for cancellation any Obligations previously certified or registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Obligations so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Obligations held by the Paying Agent/Registrar shall be destroyed as directed by the Issuer. SECTION 17: Mutilated, Destroyed, Lost, and Stolen Obligations. If (1) any mutilated Obligation is surrendered to the Paying Agent/Registrar, or the Issuer and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Obligation,and(2)there is delivered to the Issuer and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless,then, in the absence of notice to the Issuer or the Paying Agent/Registrar that such Obligation has been acquired by a bona fide purchaser,the Issuer shall execute and, upon its request,the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated,destroyed, lost, or stolen Obligation, a new Obligation of the same Stated Maturity and interest rate and of like tenor and principal amount,bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Obligation has become or is about to become due and payable,the Issuer in its discretion may, instead of issuing a new Obligation,pay such Obligation. Upon the issuance of any new Obligation or payment in lieu thereof, under this Section, the Issuer may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses(including attorney's fees and the fees and expenses of the Paying Agent/Registrar)connected therewith. 298049598.4 20 Every new Obligation issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Obligation shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated,destroyed, lost,or stolen Obligation shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Obligations. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Obligations. SECTION 18: Sale of Obligations—Authorization of Purchase Contract—Approval of the Official Statement— Use of Obligation Proceeds. The Obligations authorized by this Ordinance are hereby sold by the City to Piper Sandler & Co., San Antonio, Texas as the authorized representative of a group of purchasers at a negotiated sale (the Purchasers, having all the rights, benefits, and obligations of a Holder), in accordance with the provisions of an Purchase Contract (the Purchase Contract), dated August 18, 2025, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes,at the price of par,plus a reoffering premium of$776,788.50(including the Purchasers' compensation of$45,130.82),and no accrued interest and is hereby approved and confirmed. The Initial Obligation shall be registered in the name of Piper Sandler & Co. It is hereby officially found, determined, and declared that the Purchasers are the highest bidder for the Obligations whose bid, received as a result of invitations for competitive bids in compliance with applicable law, produced the lowest true interest cost to the City. The pricing and terms of the sale of the Obligations are hereby found and determined to be the most advantageous reasonably obtainable by the City. Any Pricing Officer is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of this Governing Body, and in regard to the approval and execution of the Purchase Contract, the Governing Body hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Obligations to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore,the City hereby ratifies, confirms, and approves in all respects (i)the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Official Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Obligations. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale referenced in the Purchase Contract (together with such changes approved by any Authorized Official, any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement,dated August 18,2025 in the reoffering, sale and delivery of the Obligations to the public. The Mayor, Mayor Pro Tem, and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers,and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the Governing Body and constitute the Official Statement authorized for distribution 298049598.4 21 and use by the Purchasers. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein,dated as of the date of payment for and delivery of the Obligations. Proceeds from the sale of the Obligations shall be applied as follows: (1) Accrued interest, if any, received from the Purchasers shall be deposited into the Obligation Fund. (2) The balance of the proceeds derived from the sale of the Obligations (after paying costs of issuance) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Obligations. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Obligations pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 12 of this Ordinance. SECTION 19: Covenants to Maintain Tax-Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Closing Date shall mean the date of physical delivery of the Initial Obligation in exchange for the payment in full by the Purchasers. Code means the Internal Revenue Code of 1986, as amended by all legislation, if any,effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Obligations. Investment has the meaning set forth in Section 1.148-1(b)of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Obligations are invested and which is not acquired to carry out the governmental purposes of the Obligations. Rebate Amount has the meaning set forth in Section 1.148-1(b)of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal 298049598.4 22 Revenue Code of 1954, which are applicable to the Obligations. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Obligations, the Series 2025 Bonds, and the Series 2025 Certificates, combined as a single issue,has the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The Issuer shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Obligations to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Issuer receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Obligation, the Issuer shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent it will not cause the Obligations to become"private activity bonds"within the meaning of section 141 of the Code and the Regulations and rulings thereunder,the Issuer shall at all times prior to the last Stated Maturity of Obligations: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Obligations, and not use or permit the use of such Gross Proceeds(including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency,department and instrumentality thereof)other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Obligations or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the Issuer or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent it will not cause the Obligations to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and 298049598.4 23 rulings thereunder, the Issuer shall not use Gross Proceeds of the Obligations to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (i)property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (ii)capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement;or(iii) indirect benefits, or burdens and benefits of ownership,of such Gross Proceeds or any property acquired,constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent it will not cause the Obligations to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the Issuer shall not at any time prior to the final Stated Maturity of the Obligations directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Obligations. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the Issuer shall not take or omit to take any action which would cause the Obligations to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report.The Issuer shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f)of the Code and the Regulations and rulings thereunder: (1) The Issuer shall account for all Gross Proceeds(including all receipts,expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Obligation is discharged. However, to the extent permitted by law, the Issuer may commingle Gross Proceeds of the Obligations with other money of the Issuer, provided that the Issuer separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the Issuer shall calculate the Rebate Amount in accordance with rules set forth in section 148(f)of the Code and the Regulations and rulings thereunder. The Issuer shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Obligations until six years after the final Computation Date. (3) As additional consideration for the purchase of the Obligations by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners 298049598.4 24 thereof for federal income tax purposes, the Issuer shall pay to the United States out of the Obligation Fund or its general fund,as permitted by applicable Texas statute,regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Obligations equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii)in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments,to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038- T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The Issuer shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and(3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter(and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h)of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the Issuer shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Obligations, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Obligations not been relevant to either party. J. Obligations Not Hedge Bonds. (1) The Issuer reasonably expects to spend at least 85% of the spendable proceeds of the Obligations within three years after such Obligations are issued. (2) Not more than 50% of the proceeds of the Obligations will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Elections. The Issuer hereby directs and authorizes any Authorized Official and Bond Counsel,either or any combination of the foregoing,to make such elections in the Certificate as to Tax Exemption or similar or other appropriate certificate, form, or document permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Obligations. Such elections shall be deemed to be made on the Closing Date. SECTION 20: Control and Custody of Obligations. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Obligations pending their approval by the Attorney General of the State of Texas,the registration 298049598.4 25 thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Obligations to the Purchasers. Furthermore, any Authorized Official, either or all, are hereby authorized and directed to furnish and execute such documents relating to the Issuer and its financial affairs as may be necessary for the issuance of the Obligations,the approval of the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the Issuer's financial advisors,Bond Counsel,and the Paying Agent/Registrar,make the necessary arrangements for the delivery of the Initial Obligation to the Purchasers and the initial exchange thereof for definitive Obligations. SECTION 21: Satisfaction of Obligation of Issuer. If the Issuer shall pay or cause to be paid,or there shall otherwise be paid to the Holders,the principal of,premium, if any, and interest on the Obligations, at the times and in the manner stipulated in this Ordinance,then the pledge of taxes levied under this Ordinance and all covenants,agreements,and other obligations of the Issuer to the Holders shall thereupon cease,terminate,and be discharged and satisfied. Obligations,or any principal amount(s)thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when: (i)money sufficient to pay in full such Obligations or the principal amount(s) thereof at Stated Maturity, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar,or an authorized escrow agent; and/or(ii)Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities mature as to principal and interest in such amounts and at such times as will insure the availability,without reinvestment,of sufficient money,together with any money deposited therewith, if any,to pay when due the principal of and interest on such Obligations, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof. In the event of a defeasance of the Obligations, the Issuer shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Obligations. To the extent applicable (if at all),the Issuer covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Obligations to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 19 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar,or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Obligations, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the Issuer or deposited as directed by the Issuer.Furthermore,any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Obligations and remaining unclaimed for a period of three(3)years after the Stated Maturity of the Obligations, such money was deposited and is held in trust to pay shall upon the request of the Issuer be remitted to the Issuer against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. 298049598.4 26 SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the Obligations is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Obligations, said opinion to be dated and delivered as of the date of initial delivery and payment for such Obligations. Printing of a true and correct copy of this opinion on the reverse side of each of the Obligations, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the Issuer is hereby approved and authorized. SECTION 23: CUSIP Numbers.CUSIP numbers may be printed or typed on the definitive Obligations. It is expressly provided,however,that the presence or absence of CUSIP numbers on the definitive Obligations shall be of no significance or effect as regards the legality thereof, and neither the Issuer nor attorneys approving said Obligations as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Obligations. SECTION 24: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 25: Ordinance a Contract; Amendments - Outstanding Obligations. The Issuer acknowledges that the covenants and obligations of the Issuer herein contained are a material inducement to the purchase of the Obligations. This Ordinance shall constitute a contract with the Holders from time to time, shall be binding on the Issuer and its successors and assigns, and shall not be amended or repealed by the Issuer so long as any Obligation remains Outstanding except as permitted in this Section.The Issuer may,without the consent of or notice to any Holders,from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency,or formal defect or omission herein. In addition, the Issuer may, with the written consent of Holders holding a majority in aggregate principal amount of the Obligations then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance;provided, however that,without the consent of all Holders of Outstanding Obligations, no such amendment, addition, or rescission shall (1)extend the time or times of payment of the principal of, premium, if any, and interest on the Obligations, reduce the principal amount thereof, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, or interest on the Obligations, (2) give any preference to any Obligation over any other Obligation, or (3) reduce the aggregate principal amount of Obligations required for consent to any such amendment, addition, or rescission. SECTION 26: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the Issuer, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy,or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the Issuer,Bond Counsel,the Paying Agent/Registrar, and the Holders. SECTION 27: Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. 298049598.4 27 SECTION 28: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural,words of the plural number shall be considered to include the singular, and words of the masculine,feminine or neuter gender shall be considered to include the other genders. SECTION 29: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 30: Severability.If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Governing Body hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 31: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the Governing Body. SECTION 32: Authorization of Paying Agent/Registrar Agreement. The Governing Body of the Issuer hereby finds and determines that it is in the best interest of the Issuer to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment,exchange,registration, and transferability of the Obligations.A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 33: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is finally adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance,was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 34: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the Issuer or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 35:No Recourse Against Issuer Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Obligation or for any claim based thereon or on this Ordinance against any official of the Issuer or any person executing any Obligation. SECTION 36: Continuing Disclosure Undertaking. A. Definitions. 298049598.4 28 As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system,accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. Financial Obligation means a(a)debt obligation; (b)derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation"shall not include municipal securities(as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. Undertaking means the City's continuing disclosure undertaking,described in Subsections B through F below,hereunder accepted and entered into by the City for the purpose of compliance with the Rule. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2025,financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 18 of this Ordinance,being the information described in Exhibit D hereto,and(2)if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit D hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB,when and if the audit report on such financial statements becomes available.Under current Texas law,including,but not limited to,Chapter 103,as amended,Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within 180 days after the last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. 298049598.4 29 If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end)with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Obligations to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions,the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Obligations,or other material events affecting the tax status of the Obligations; (7) Modifications to rights of holders of the Obligations, if material; (8) Obligation calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Obligations, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation,or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material; 298049598.4 30 (15) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. For these purposes,(a)any event described in the immediately preceding paragraph(12)is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the City intends the words used in the immediately preceding paragraphs (15) and (16)and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The City shall file notice with the MSRB, in a timely manner,of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations,Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Obligations within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Obligations to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Obligations, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Obligations at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY OBLIGATION OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM 298049598.4 31 ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements,a change in law,or a change in the identity,nature,status,or type of operations of the City,but only if(1)the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Obligations in the primary offering of the Obligations in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment,as well as such changed circumstances, and (2) either (a)the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Obligations consent to such amendment or (b)a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Obligations. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Obligations in the primary offering of the Obligations, giving effect to (a) such provisions as so amended and(b)any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. 298049598.4 32 E. Information Format—Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable document format(PDF)files that permit the document to be saved,viewed,printed,and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document)available to the public through EMMA or filed with the SEC. F. General Policies and Procedures Concerning Compliance with the Rule. Because the issuance of the Obligations is subject to the provisions of the Rule and because the potential "underwriters" in a negotiated sale of the Obligations or the initial purchasers in a competitive sale of the Obligations may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the City hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the "Policies and Procedures"),attached hereto as Exhibit E,with which the City shall follow to assure compliance with the Undertaking. The City has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the City's financial affairs, its municipal or financial advisors,its legal counsel(including its Bond Counsel),and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the City and any such amendment will not be deemed to be an amendment to the Undertaking.Each Authorized Official is hereby authorized to amend the Policies and Procedures as a result of a change in law,a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Official to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 37: Book-Entry Only System. The Obligations may initially be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Obligations shall be issued(following cancellation of the Initial Obligation described in Section 7) in the form of a separate single definitive Obligation. Upon issuance,the ownership of each such Obligation shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Obligations shall be registered in the name of Cede&Co.,as the nominee of DTC.The Issuer and the Paying Agent/Registrar are authorized to execute,deliver,and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit C (the Representation Letter). 298049598.4 33 With respect to the Obligations registered in the name of Cede&Co.,as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Obligations from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Obligations (an Indirect Participant). Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Obligations, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Obligations,as shown on the Security Register,of any notice with respect to the Obligations, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of an Obligation, of any amount with respect to principal of, premium, if any, or interest on the Obligations. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the Issuer to make payments of principal,premium,if any,or interest on the Obligations pursuant to this Ordinance.Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder,the word"Cede&Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a)the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b)the Representation Letter shall be terminated for any reason,or(c)DTC or the Issuer determines that it is in the best interest of the beneficial owners of the Obligations that they be able to obtain certificated Obligations,the Issuer shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Obligations shall no longer be restricted to being registered in the name of Cede&Co.,as nominee of DTC.At that time,the Issuer may determine that the Obligations shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the Issuer, or such depository's agent or designee, and if the Issuer and the Paying Agent/Registrar do not select such alternate securities depository system then the Obligations may be registered in whatever name or names the Holders of Obligations transferring or exchanging the Obligations shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Obligation is registered in the name of Cede&Co.,as nominee of DTC,all payments with respect to principal of, premium, if any, and interest on such Obligation and all notices with respect to such Obligation shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 38: Reserved. SECTION 39: Further Procedures. The officers and employees of the Issuer are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal 298049598.4 34 and on behalf of the Issuer all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Obligations, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Obligations, any Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i)correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Obligations by the Texas Attorney General's office. In case any officer of the Issuer whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 40: Contracts with Financial Advisor. The Governing Body authorizes the Mayor and/or the City Manager, or their designees, to take all actions necessary to execute any necessary financial advisory contracts with Specialized Public Finance, Inc., as the financial advisor to the City (the Financial Advisor). The City understands that under applicable federal securities laws and regulations that the City must have a contractual arrangement with its Financial Advisor relating to the sale, issuance, and delivery of the Obligations. SECTION 41: Issuer's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the Issuer hereby consents to and authorizes any Authorized Representative, Bond Counsel to the Issuer, and/or Financial Advisor to the Issuer to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Obligations; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Obligations. SECTION 42: Effective Date.Pursuant to the provisions of Section 1201.028,as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. [The remainder of this page intentionally left blank.] 298049598.4 35 PASSED,APPROVED AND ADOPTED on the 22nd day of July, 2025. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: ity ecretary (SEAL) APPROVED THIS 22nd day of July, 2025: Miles Risley, City Attorney [The remainder of this page intentionally left blank. Signature page to the Ordinance S-1 298049598.4 033691 INDEX TO EXHIBITS Schedule I Approval Certificate Exhibit A Paying Agent/Registrar Agreement Exhibit B Purchase Contract Exhibit C DTC Letter of Representations Exhibit D Description of Annual Financial Information Exhibit E General Policies and Procedures Concerning Compliance with the Rule Index- I 298049598.4 Schedule I Approval Certificate See Tab No. 2 I-1 298049598.4 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. 4 298049598.4 A-1 EXHIBIT B Purchase Contract See Tab No. 8 298049598.4 B-1 EXHIBIT C DTC Letter of Representations See Tab No. 5 298049598.4 C-1 EXHIBIT D Description of Annual Financial Information The following information is referred to in Section 36 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available,the portions of the unaudited financial statements of the City attached to the Official Statement as Appendix B, but for the most recently concluded fiscal year. (2) The information of the type included in Tables 1 through 6 and 8 through 12 of the Official Statement. Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 298049598.4 D-1 EXHIBIT E General Policies and Procedures Concerning Compliance with the Rule I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 36 of the Ordinance."Notes"refer to the Notes that are the subject of the Ordinance to which this Exhibit is attached. II. As a capital markets participant,the City is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019, the effective date of the most recent amendment to the Rule(the"Effective Date"),and has implemented and maintained internal policies, processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the City's compliance with the Rule. III. The City is aware that the Rule was amended as of the Effective Date (the "Rule Amendment") and has accommodated this amendment by adding paragraphs (15) and (16) to Section 36C of the Ordinance, which provisions are a part of the Undertaking. IV. The City is aware that"participating underwriters"(as such term is defined in the Rule)of the Notes must make inquiry and reasonably believe that the City is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission's Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The City now establishes the following general policies and procedures (the"Policies and Procedures") for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the City's informal policies,procedures, and processes utilized prior to the Effective Date for compliance with the City's obligations under the Rule,the advice from and discussions with the City's internal senior staff(including staff charged with administering the City's financial affairs), its municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively,the"Compliance Team"): 1. the Director of Finance and Procurement of the City(each,a"Compliance Officer") shall be responsible for satisfying the City's obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or"tickler"systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time,the City's information of the type described in Section 36B of the Ordinance; 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 36C of the Ordinance; 298049598.4 E-1 4. the Compliance Officer shall work with external consultants of the City, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the City and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above, respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the City, and(upon identification)determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Notes; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any City agreement to covenants, events of default, remedies,priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default,event of acceleration,termination event,modification of terms,or other similar events under the terms of any Financial Obligation, the occurrence of any of which reflect financial difficulties of the City; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any "participating underwriter" (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the City's internal staff identified by the Compliance Officer to assist with the City's satisfaction of the terms and provisions of the Undertaking. 298049598.4 E-2 APPROVAL CERTIFICATE I, the undersigned, Sergio Villasana, Director of Finance and Procurement and a Pricing Officer of the City of Corpus Christi, Texas (the City), pursuant to Section 1 of the Ordinance (defined herein) authorizing the issuance of obligations designated as "City of Corpus Christi, Texas Limited Tax Notes, Series 2025" (the Notes)do hereby approve the following terms of the Notes: A. The purpose for issuing the Notes is for certain new money projects as described in the Ordinance and the Notes are styled as specified in the paragraph above. B. The Notes were sold based on the following method of sale and the applicable provisions and terms related to the method of sale are as follows: (i) the total principal amount of the Notes is $10,485,000.00, which does not exceed the$11,120,000.00 in maximum principal amount authorized under the Ordinance; (ii) the purchase price for the Notes is $11,216,657.68 (representing the par amount of the Notes, plus a reoffering premium of$776,788.50, less the Underwriters' discount of$45,130.82),and no accrued interest; (iii) the true interest rate (federal arbitrage yield) on the Notes is 4.1218188%, which is less than the maximum true interest rate of 5.00%authorized under the Ordinance; (iv) the interest rates,yields,and maturity schedule for the Notes are as set forth below: Stated Maturities (March 1) Principal Amounts($) Interest Rates(%) Yields(%) 2026 1,300,000 5.000 2.480 2027 1,345,000 5.000 2.520 2028 1,415,000 5.000 2.550 2029 1,485,000 5.000 2.590 2030 1,565,000 5.000 2.710 2031 1,645,000 5.000 2.900 2032 1,730,000 5.000 3.090 (v) the Paying Agent/Registrar is BOKF,NA, Dallas, Texas; (vi) the Notes are rated by Fitch Ratings, Inc. and S&P Global Ratings; (vii) the purchasers of the Notes are Piper Sandler & Co., San Antonio, Texas, as the authorized representative of a group of underwriters at a negotiated sale; (viii) the pricing and terms of the sale of the Notes are hereby found and determined to be the most advantageous reasonably obtainable by the City; 298049624.4 (ix) the Notes are not subject to redemption prior to Stated Maturity as set forth in the Ordinance, which provisions have not been amended since the date of the Ordinance's adoption; (x) the reoffering premium received from the sale of the Notes in the amount of$776,788.50 is allocated in the manner specified in the Ordinance; and (xi) the Note Date of the Notes is September 16, 2025. C. Capitalized terms utilized herein and not defined shall have the meanings ascribed in the ordinance adopted by the City Council of the City on July 22,2025 authorizing the issuance of the Notes(the Ordinance). • 298049624.4 -2- EXECUTED AND DELIVERED August 18, 2025. CITY OF CORPUS CI-IRISTI, TEXAS • Pricing Officer REGISTERED REGISTERED NO. R-1 PRINCIPAL AMOUNT $1,300,000 United States of America State of Texas Counties of Nueces,Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2025 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: September 16,2025 5.000% March 1,2026 220113UA0 REGISTERED OWNER: CEDE& CO. PRINCIPAL AMOUNT: ONE MILLION THREE HUND' ' THOUSAND AND NO/100 DOLLARS The City of Corpus Christi, Texas (the Issuer , -• rporate and a municipal corporation in the Counties of Nueces, Aransas, K1- •- • an. . ' icio, State of Texas, for value received, acknowledges itself indebted to a er- ► omises say to the order of the Registered Owner specified above, or the regist, assigns reof, o e Stated Maturity date specified above,the Principal Amount specified ab. and to y inter.. on the unpaid Principal Amount hereof from the Closing Date, a. • t. or about September 16, 2025, or from the most recent Interest Payment P e (her- er ed)to which interest has been paid or duly provided for until su ' ' •.cipa mount h beco ue and payment thereof has been made or duly provided for . . -• Mat, whi utstandmg,at the per annum rate of interest specified above comput= .n the basis o a . year of twelve 30-day months; such interest being payable on Mar• 1 and Septe -r 1 of each year (each, an Interest Payment Date) commencing March 1, 2, Principal on this Ob = .e payable to the Registered Owner hereof(the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Obligation(or one or more Predecessor Obligations,as defined in the Ordinance hereinafter referenced)whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of and interest on this Obligation shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail,first-class postage prepaid,to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 298755716.1 - I - As specified in the Ordinance,the Obligations are not subject to redemption prior to Stated Maturity. This Obligation is one of the series specified in its title issued in the aggregate principal amount of$10,485,000(the Obligations)pursuant to an ordinance adopted by the Governing Body of the Issuer (the Ordinance), for the purpose of (1) designing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes,collectors,drainage, landscape,signage,acquiring lands and rights-of-way necessary thereto or incidental therewith(but specifically excluding related City utility costs,which are the responsibility of the City's utility system);(2)purchasing and equipping public safety vehicles, including police and fire vehicles; (3) acquisition of parks equipment, including a dump truck; (4)constructing,acquiring,purchasing,renovating,enlarging,equipping, and improving the City's public safety facilities,including a new detention center;(5)the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; (6) the payment of professional services related to the design, construction, project mana ent, and financing of the aforementioned projects,all in conformity with the laws of the Sta f Texas, including Chapters 1431 and 1371, as amended, Texas Government Code, a dinan adopted by the Governing Body on July 22, 2025, and the City's Home Rule Charter. The Obligations of this series are payable f the eeds o annual ad valorem tax levied upon all taxable property within the Issue in the 1 tations scribed by law. Reference is hereby made to the 0 a • ich is on file in the corporate trust office of the Paying Agent/Registrar, . to al the isions of which the Holder by his acceptance hereof hereby as - • or d itions o -rms; description of and the nature and extent of the tax levied fo •. ' ent o - Obli, ons;the terms and conditions relating to the transfer or exchange oft 4 bligations;t - • s upon which the Ordinance may be amended or supplemented with o ithout the co t of the Holders; the rights, duties, and obligations of the Issuer and the Payin, :ent/Registr the terms and provisions upon which this Obligation may be discharged at or ..r to the .ted Maturity thereof, and deemed to be no longer Outstanding thereunder; an. .ther terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Obligation, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent,and thereupon one or more new fully registered Obligations of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon,(ii)on the date of surrender of this Obligation as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, and(iii)on any other date as the owner hereof for all other purposes,and neither the Issuer nor the 298755716.1 -2- Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter,a new record date for such interest payment(a Special Record Date)will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer.Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date-which shall be fifteen(15)days after the Special Record Date)shall be sent at least five(5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Obligation in order to render the same a legal, valid, and binding obligation of the Issuer have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that issuance of the 0 •ations does not exceed any constitutional or statutory limitation; and that due provision has be ade for the payment of the principal of,premium if any,and interest on the Obligatio • the of a tax as aforestated. In case any provision in this Obligation or any application ther-. . •eemed invalid, illegal,or unenforceable, the validity, legality, and enforc= of t - aining provisions and applications shall not in any way be affected or im ed th- .The to s and provisions of this Obligation and the Ordinance shall be construed cordanc ith a • all be governed by the laws of the State of Texas. 0() 298755716.1 - 3 - IN WITNESS WHEREOF,the Issuer has caused this Obligation to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS By Mayor ATTEST: City Secretary (CITY SEAL) liCiiiiilliiii\ 0() Signature page to the Definitive Notes S-1 REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Obligation has been duly issued under the provisions of the within-mentioned Ordinance; the Obligation or Obligations of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: BOKF,NA, Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature 41111111111\ ASSIGN 4 T FOR VALUE RECEIVED the unders''ned -by se , assigns,and transfers unto (Print 11 or typewrite name, address,and zip code • -e . (Social Security or other ide nui the within Obligation and igh there - ereby irrevocably constitutes and appoints orney to tr s . • within Obligation on the books kept for registration thereof, with II power of s titution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Obligation in every particular. Signature guaranteed: Signature page to the Definitive Notes S-2 REGISTERED REGISTERED NO. R-2 PRINCIPAL AMOUNT $1,345,000 United States of America State of Texas Counties of Nueces,Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2025 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: September 16, 2025 5.000% March 1, 2027 220113UB8 REGISTERED OWNER: CEDE& CO. PRINCIPAL AMOUNT: ONE MILLION THREE HUND' . ' FORTY FIVE THOUSAND AND NO/100 DOLLARS The City of Corpus Christi, Texas (the Issuer , •• ,rporate and a municipal corporation in the Counties of Nueces, Aransas, KI- •- • an• . icio, State of Texas, for value received, acknowledges itself indebted to a er- . omises say to the order of the Registered Owner specified above, or the regist, assigns reof, o e Stated Maturity date specified above,the Principal Amount specified ab• and to y inter-. on the unpaid Principal Amount hereof from the Closing Date, a ' t• or about September 16, 2025, or from the most recent Interest Payment r e (her- `er ed)to which interest has been paid or duly provided for until su ' '•cip. mount h beco ,ue and payment thereof has been made or duly provided for . . •• Mat, whi utstanding,at the per annum rate of interest specified above comput= •n the basis o a year of twelve 30-day months; such interest being payable on Mar• 1 and Septe -r 1 of each year (each, an Interest Payment Date) commencing March 1, 2, . Principal on this Obligati• all be payable to the Registered Owner hereof(the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Obligation(or one or more Predecessor Obligations,as defined in the Ordinance hereinafter referenced)whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of and interest on this Obligation shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail,first-class postage prepaid,to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. REGISTERED REGISTERED NO. R-3 PRINCIPAL AMOUNT $1,415,000 United States of America State of Texas Counties of Nueces,Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2025 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: September 16, 2025 5.000% March 1,2028 220113UC6 REGISTERED OWNER: CEDE& CO. PRINCIPAL AMOUNT: ONE MILLION FOUR HUNDRE IFTEEN THOUSAND AND NO/100 DOLLARS The City of Corpus Christi, Texas (the Issuer , rporate and a municipal corporation in the Counties of Nueces, Aransas, Kl- •- • an icio, State of Texas, for value received, acknowledges itself indebted to a er- . omises ay to the order of the Registered Owner specified above, or the regist, assigns reof, o e Stated Maturity date specified above,the Principal Amount specified ab• and to y inter on the unpaid Principal Amount hereof from the Closing Date, a • o to or about September 16, 2025, or from the most recent Interest Payment P e (her- er ed)to which interest has been paid or duly provided for until su • ' • cip. mount h beco ,ue and payment thereof has been made or duly provided for . . -• Mats whi i utstandmg,at the per annum rate of interest specified above comput: on the basis o a . year of twelve 30-day months; such interest being payable on Mar. 1 and Septe -r 1 of each year (each, an Interest Payment Date) commencing March 1, 2, . Principal on this Obligati' all be payable to the Registered Owner hereof(the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Obligation(or one or more Predecessor Obligations,as defined in the Ordinance hereinafter referenced)whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date.All payments of principal of and interest on this Obligation shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail,first-class postage prepaid,to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. REGISTERED REGISTERED NO. R-4 PRINCIPAL AMOUNT $1,485,000 United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2025 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: September 16, 2025 5.000% March 1, 2029 220113UD4 REGISTERED OWNER: CEDE& CO. PRINCIPAL AMOUNT: ONE MILLION FOUR HUNDRE IGHTY FIVE THOUSAND AND NO/100 DOLLARS The City of Corpus Christi, Texas (the Issuer , rporate and a municipal corporation in the Counties of Nueces, Aransas, Kl- •- • an icio, State of Texas, for value received, acknowledges itself indebted to a er- . omises ay to the order of the Registered Owner specified above, or the regist, assigns reof, o e Stated Maturity date specified above,the Principal Amount specified ab. and to y inter on the unpaid Principal Amount hereof from the Closing Date, a te or about September 16, 2025, or from the most recent Interest Payment P e (her er ed) to which interest has been paid or duly provided for until su ' ' •i cipa mount h beco ue and payment thereof has been made or duly provided for I Mat s whi utstanding,at the per annum rate of interest specified above comput: in the basis o a . year of twelve 30-day months; such interest being payable on Mari 1 and Septe -r 1 of each year (each, an Interest Payment Date) commencing March 1, 2 s . Principal on this Obligati. all be payable to the Registered Owner hereof(the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Obligation(or one or more Predecessor Obligations,as defined in the Ordinance hereinafter referenced)whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date.All payments of principal of and interest on this Obligation shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail,first-class postage prepaid,to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. REGISTERED REGISTERED NO. R-5 PRINCIPAL AMOUNT $1,565,000 United States of America State of Texas Counties of Nueces, Aransas,Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2025 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: September 16,2025 5.000% March 1, 2030 220113UE2 REGISTERED OWNER: CEDE& CO. PRINCIPAL AMOUNT: ONE MILLION FIVE HUND' ' SIXTY FIVE THOUSAND AND NO/100 DOLLARS The City of Corpus Christi, Texas (the Issuer , -• 'rporate and a municipal corporation in the Counties of Nueces, Aransas, Kl- •- • an. icio, State of Texas, for value received, acknowledges itself indebted to a er- • omises .ay to the order of the Registered Owner specified above, or the regist, assigns reof, o e Stated Maturity date specified above,the Principal Amount specified ab. and to y inter on the unpaid Principal Amount hereof from the Closing Date, a s ' to or about September 16, 2025, or from the most recent Interest Payment P e (her- `er ed)to which interest has been paid or duly provided for until su ' 's cipa mount h beco ue and payment thereof has been made or duly provided for . . - Mat, whi utstandmg,at the per annum rate of interest specified above comput: in the basis o a . year of twelve 30-day months; such interest being payable on Mar. 1 and Septe -r 1 of each year (each, an Interest Payment Date) commencing March 1, 2 . Principal on this Obligati. all be payable to the Registered Owner hereof(the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Obligation(or one or more Predecessor Obligations,as defined in the Ordinance hereinafter referenced)whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of and interest on this Obligation shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail,first-class postage prepaid,to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. REGISTERED REGISTERED NO. R-6 PRINCIPAL AMOUNT $1,645,000 United States of America State of Texas Counties of Nueces,Aransas,Kleberg, and San Patricio CITY OF CORPUS CHRISTI,TEXAS LIMITED TAX NOTES, SERIES 2025 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: September 16, 2025 5.000% March 1, 2031 220113UF9 REGISTERED OWNER: CEDE& CO. PRINCIPAL AMOUNT: ONE MILLION SIX HUNDRE ORTY FIVE THOUSAND AND NO/100 DOLLARS The City of Corpus Christi, Texas (the Issuer , rporate and a municipal corporation in the Counties of Nueces, Aransas, Kl- •- • an icio, State of Texas, for value received, acknowledges itself indebted to a er- ► omises ay to the order of the Registered Owner specified above, or the regist, assigns reof, o e Stated Maturity date specified above,the Principal Amount specified al:). and to y inter on the unpaid Principal Amount hereof from the Closing Date, a. • t. or about September 16, 2025, or from the most recent Interest Payment r e (her- er ed)to which interest has been paid or duly provided for until su ' ' '.cip. mount h beco ,ue and payment thereof has been made or duly provided for . . .. Mat• whi )utstandmg,at the per annum rate of interest specified above comput: an the basis o a - year of twelve 30-day months; such interest being payable on Mar• 1 and Septe -r 1 of each year (each, an Interest Payment Date) commencing March 1,2, . Principal on this Obligati. all be payable to the Registered Owner hereof(the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Obligation(or one or more Predecessor Obligations,as defined in the Ordinance hereinafter referenced)whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of and interest on this Obligation shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail,first-class postage prepaid,to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. REGISTERED REGISTERED NO. R-7 PRINCIPAL AMOUNT $1,730,000 United States of America State of Texas Counties of Nueces,Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS LIMITED TAX NOTES, SERIES 2025 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: September 16,2025 5.000% March 1,2032 220113UG7 REGISTERED OWNER: CEDE& CO. PRINCIPAL AMOUNT: ONE MILLION SEVEN HUND THIRTY THOUSAND AND NO/100 DOLLARS The City of Corpus Christi, Texas (the Issuer , rporate and a municipal corporation in the Counties of Nueces, Aransas, Kl- •- • an icio, State of Texas, for value received, acknowledges itself indebted to a er- omises ay to the order of the Registered Owner specified above, or the regist• assigns reof, o e Stated Maturity date specified above,the Principal Amount specified ab and to y inter on the unpaid Principal Amount hereof from the Closing Date, a$ • • t• or about September 16, 2025, or from the most recent Interest Payment 1 e (her- er ed)to which interest has been paid or duly provided for until suc• ' ••cip. mount h beco ,ue and payment thereof has been made or duly provided for . . -• Ma • whi i utstanding,at the per annum rate of interest specified above comput: •n the basis o a . year of twelve 30-day months; such interest being payable on Mar. 1 and Septe -r 1 of each year (each, an Interest Payment Date) commencing March 1,2, Principal on this Obligati§ all be payable to the Registered Owner hereof(the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Obligation(or one or more Predecessor Obligations,as defined in the Ordinance hereinafter referenced)whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of and interest on this Obligation shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail,first-class postage prepaid,to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. PAYING AGENT/REGISTRAR AGREEMENT THIS PAYING AGENT/REGISTRAR AGREEMENT entered into as of July 22, 2025 (this Agreement) is between the City of Corpus Christi,Texas(the Issuer)and BOKF,NA,Dallas, Texas, a national banking association duly organized and existing under the laws of the United States of America and authorized to transact business in the State of Texas(the Bank). RECITALS OF THE ISSUER The Issuer has duly authorized and provided for the issuance of its "CITY OF CORPUS CHRISTI,TEXAS LIMITED TAX NOTES, SERIES 2025"(the Securities),dated September 16, 2025 in the aggregate principal amount of$10,485,000 to be issued as registered securities without coupons; All things necessary to make the Securities the valid obligations of the Issuer,in accordance with their terms,will be taken upon the issuance and delivery thereof; The Issuer is desirous that the Bank act as the Paying Agent of the Issuer in paying the principal, premium (if any) and interest on the Securities, in accordance with the terms thereof, and that the Bank act as Registrar for the Securities; The Issuer has duly authorized the execution and delivery of this Agreement;and all things necessary to make this Agreement the valid agreement of the Issuer, in accordance with its terms, have been done. NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01 Appointment. The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Securities in order to pay, when due, the principal, premium (if any), and interest on all or any of the Securities to the Holders of the Securities,all in accordance with this Agreement and the Ordinance (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities. The Bank hereby accepts its appointment, and agrees to act, as the Paying Agent and the Registrar. Section 1.02 Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A hereto; provided, however, notwithstanding anything herein or in Annex A to the contrary, the aggregate value of this 298049634.4 Agreement shall not exceed the dollar limitation set forth in Section 2271.002(a)(2) of the Texas Government Code or Section 2274.002(a)(2) of the Texas Government Code or Section 2276.002(a)(2) of the Texas Government Code. The Issuer covenants to provide notice to the Bank upon any change in the Issuer's Fiscal Year within ten (10) business days of the governing body of the Issuer's decision to change the Fiscal Year of the Issuer. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any of the provisions hereof(including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms, whenever the same appears herein without qualifying language,are defined to mean as follows: Acceleration Date of any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated, to the extent permitted by law, pursuant to the terms of the Security. Bank Office means the corporate trust office of the Bank set forth on the signature page of this agreement. The Bank will notify the Issuer, in writing, of any change in location of the Bank Office. Fiscal Year means the fiscal year of the Issuer,which currently begins on October 1 and ends on September 30 of each year. Holder and Security Holder each means a Person in whose name a Security is registered in the Security Register. Issuer Request and Issuer Order each means a written request or order signed in the name of the Issuer by the City Manager of the City, any Assistant City Manager of the City, the City's Director of Finance and Procurement, or the City Attorney and delivered to the Bank. Legal Holiday means a day on which the Bank is required or authorized to be closed. Ordinance means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the City Secretary of the City Council or any other officer of the Issuer, and delivered to the Bank. 298049634.4 -2- Person means any individual, corporation, partnership,joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. Predecessor Securities of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purpose of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Ordinance). Record Date means the Record Date as defined in the Ordinance. Redemption Date when used with respect to any Security to be redeemed means the date fixed for such redemption pursuant to the terms of the Ordinance. Responsible Officer when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors,the Chairman or Vice-Chairman of the Executive Committee of the Board of Directors,the President,any Vice President,the Secretary, any Assistant Secretary,the Treasurer, any Assistant Treasurer, any Trust Officer or Assistant Trust Officer,or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means,with respect to a particular corporate trust matter,any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. Securities means the securities defined in the recital paragraphs herein. Security Register means a register maintained by the Bank on behalf of the Issuer providing for the registration of Securities and of transfers of Securities. Stated Maturity means the date specified in the Ordinance as the fixed date on which the principal of a Security is scheduled to be due and payable. Section 2.02 Other Definitions. The terms "Bank", "Issuer", and "Securities" have the meanings assigned to them in the opening paragraph of this Agreement or in the recitals of the Issuer. The term"Paying Agent/Registrar"refers to the Bank in the performance of the duties and functions of this Agreement. Section 2.03 Construction of Terms. If appropriate in the context of this Agreement, words of the singular shall be considered to include the plural,words of the plural shall be considered to include the singular, and words of the masculine, feminine, or neuter gender shall be considered to include the other genders. 298049634.4 -3- ARTICLE THREE PAYING AGENT Section 3.01 Duties of Paying Agent. As Paying Agent,the Bank shall,provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due. The Bank shall compute the amount of interest to be paid each Holder, and shall prepare and send a check in the amount by United States mail(first class postage prepaid)on or prior to each interest payment date, to the Holder of each Security (or Predecessor Securities) whose name appears in the Security Register on the Record Date. Such checks shall be mailed in such manner to such Holder at the address for each such Holder appearing on the Security Register, or shall be transmitted to such Holder on each interest payment date by such other method acceptable to the Bank, requested in writing by, and at the risk and expense of the Holder. Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the principal and interest on the Securities at the dates specified in the Ordinance. The Issuer agrees to transfer or to cause to be transferred, in immediately available funds,to the Bank to pay principal and/or interest,either or both,by no later than 4:00 p.m. on the business day immediately preceding the payment dates. As Paying Agent,the Bank shall,provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of and interest on each Security when due, by computing the amount of interest to be paid each Holder, preparing the checks and mailing the checks on the payment date,to the Holders of the Securities on the Record Date, addressed to their address appearing on the Security Register. ARTICLE FOUR REGISTRAR Section 4.01 Transfer and Exchange. The Issuer shall keep at the Bank Office a register(the Security Register)in which,subject to such reasonable written regulations as the Issuer may prescribe (which regulations shall be furnished to the Bank herewith or subsequent hereto by Issuer Order),the Issuer shall provide for the registration of the Securities and for transfers of Securities. The Bank is hereby appointed Registrar for the purpose of registering Securities and transfers of Securities as herein provided. The Bank agrees to maintain the Security Register while it is Registrar. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority, in form satisfactory to the Bank,duly executed by the Holder thereof,or his agent,duly authorized in writing. As a condition to effecting a re-registration, transfer or exchange of the Securities, the Registrar may request any supporting documentation it feels necessary to effect a re-registration, 298049634.4 -4- transfer or exchange of the Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof shall be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be canceled and exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02 Certificates. The Issuer shall provide the Registrar with an adequate inventory of Securities certificates to facilitate transfers. The Bank covenants that it will maintain the Securities certificates in safekeeping and will use reasonable care in maintaining such Securities certificates in safekeeping, which shall not be less than the level of care it maintains for debt securities of other political subdivisions or corporations for which it serves as registrar, or which it maintains for its own securities. Section 4.03 Form of Security Register. The Bank as Registrar will maintain the records of the Security Register in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer,upon payment of any required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information in the Security Register at any time the Bank is customarily open for business,provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the content of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a subpoena,court order,or as required by law. Upon receipt of a subpoena or court order the Bank will notify the Issuer so that the Issuer may contest the subpoena or court order, provided such subpoena, court order or lawful request does not prevent the Bank from providing such notice. Section 4.05 Return of Canceled Securities. The Bank will destroy all canceled Securities pursuant to the Securities Exchange Act of 1934. 298049634.4 -5- Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities Certificates. The Issuer hereby instructs the Bank to deliver and issue Securities certificates in exchange for or in lieu of mutilated, destroyed, lost or stolen Securities certificates as long as the same does not result in an over-issuance. The Bank will issue and deliver a new Security certificate in exchange for a mutilated Security certificate surrendered to it. The Bank will issue a new Security certificate in lieu of a Security certificate for which it received written representation from the Holder that the certificate representing such Security is destroyed, lost, or stolen, without the surrender or production of the original certificate. The Bank will pay on behalf of the Issuer the unpaid principal and premium, if any, of a Security at the Stated Maturity or on the Redemption Date or Acceleration Date, for which it receives written representation that the certificate representing such Security is destroyed, lost,or stolen without the surrender or production of the original certificate. The Bank will not issue a replacement Security certificate or pay such replacement Security certificate unless there is delivered to the Bank such security or indemnity as it may require(which may be by the Bank's Blanket Lost Original Instrument Bond or similar certifications that may be required by the Bank)to save both the Bank and the Issuer harmless. On satisfaction of the Bank and the Issuer that a Security certificate has been mutilated, destroyed, lost or stolen,the certificate number on the mutilated,destroyed, lost or stolen Security certificate will be canceled with a notation that it has been mutilated, destroyed, lost or stolen and a new Security certificate will be issued of the same series and of like tenor and principal amount bearing a number(according to the Security Register)not contemporaneously outstanding. The Bank may charge the Holder the Bank's fees and expenses in connection with issuing a new Security certificate in lieu of or exchange for a mutilated,destroyed, lost,or stolen Security certificate. The Issuer hereby accepts the Bank's insurance policy, surety, or other form of security from time to time maintained thereby that secures lost, stolen, or destroyed certificates that the Bank may arrange; and agrees that the coverage under any such form of security is acceptable to it and meets the Issuer's requirements as to security or indemnity therefor. The Bank need not notify the Issuer of any changes in the security or other company giving such security or the terms of such form of security. At any time the Bank is customarily open for business, the applicable form of security then utilized for the purpose of lost, stolen, or destroyed certificates by the Bank shall be available for inspection by the Issuer on request. The Issuer hereby accepts the Bank's indemnity to replace the Security certificates destroyed or lost while in the possession or under the control of the Bank. Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01 and Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01. 298049634.4 -6- ARTICLE FIVE THE BANK Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth herein and in the Ordinance and agrees to use reasonable care in the performance thereof. The Bank is also authorized to transfer funds relating to the closing and initial delivery of the Securities in the manner disclosed in the closing memorandum as prepared by the Issuer's financial advisor, bond counsel, or other agent. The Bank may act on a facsimile or email transmission of the closing memorandum acknowledged by the financial advisor,bond counsel,or the Issuer as the final closing memorandum. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and compliance with such instructions. Section 5.02 Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document supplied by the Issuer. The Bank may act on any order, request, approval or other authority relating to the Securities which is provided by the Issuer through a facsimile or e-mail transmission without the necessity of obtaining an original or executed copy of any such authority. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 298049634.4 -7- (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03 Recitals of Issuer. The recitals contained herein and in the Securities shall be taken as the statements of the Issuer,and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar or any other agent,provided that such dealings do not result in a breach of any duties or agreements imposed by this Agreement. Section 5.05 Money Held by Bank. A paying agent account shall at all times be kept and maintained by the Bank for the receipt, safekeeping, and disbursement of money received from the Issuer hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collateralized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for paying agent accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. The Bank shall be under no liability for interest on any money received by it hereunder. Any money deposited with the Bank for the payment of the principal,premium (if any),or interest on any Security and remaining unclaimed for three years after final maturity of the Security has become due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the Texas Property Code(Unclaimed Property). The Bank will comply with the reporting provisions of Chapter 74 of the Texas Property Code with respect to property that is presumed abandoned under Chapter 72 or Chapter 75 of the Texas Property Code or inactive under Chapter 73 of the Texas Property Code. Section 5.06 Indemnification. The Issuer agrees, to the extent it legally may, to indemnify the Bank (including its directors, officers and employees) for, and hold it harmless against,any loss, liability, or expense incurred without negligence or bad faith on its part arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense (including its counsel fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. The foregoing indemnities in this paragraph shall survive the resignation or substitution of the Bank or the termination of this Agreement. 298049634.4 -8- Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demands or controversy over its persons as well as funds on deposit, in either a Federal or State District Court located in the State of Texas and County or Counties where either the Bank(Texas offices only)or the Issuer is located,waive personal service of any process, and agree that service of process by certified or registered mail, return receipt requested, shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of Texas to determine the rights of any Person claiming interest herein. Section 5.08 Depository Trust Company. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", promulgated from time to time by The Depository Trust Company, which establishes requirements for securities to be eligible for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01 Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereof. Section 6.02 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. Section 6.04 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. 298049634.4 -9- Section 6.05 Successors and Assigns;Merger,Conversion,Consolidation or Succession. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Any corporation into which the Bank may be merged or converted or with which it may be consolidated,or any corporation resulting from any merger,conversion,or consolidation to which the Bank shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Bank shall be the successor of the Bank hereunder without the execution or filing of any paper or any further act on the part of either of the parties hereto. In case any Security shall have been registered,but not delivered,by the Bank then in office,any successor by merger, conversion, or consolidation to such authenticating Bank may adopt such registration and deliver the Security so registered with the same effect as if such successor Bank had itself registered such Security. Section 6.06 Severability. In case any provision herein, or application thereof, shall be invalid, illegal, or unenforceable,the validity,legality,and enforceability of the remaining provisions or applications shall not in any way be affected or impaired thereby. Section 6.07 Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08 Entire Agreement. This Agreement and the Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar for the Securities, and if any conflict exists between this Agreement and the Ordinance,the Ordinance shall govern. Section 6.09 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10 Termination. This Agreement will terminate on the date of final payment by the Bank issuing its checks for the final payment of principal of, and premium, if any,and interest on the Securities. This Agreement may be earlier terminated upon 60 days written notice by either party; provided, however, that this Agreement may not be terminated (i) by the Bank until a successor Paying Agent/Registrar that is a national or state banking institution and a corporation or association organized and existing under the laws of the United States of America or of any state which possesses trust powers and is subject to supervision or examination by a federal or state 298049634.4 -10- regulatory agency has been appointed by the Issuer and has accepted such appointment, or(ii) at any time during which such termination might, in the judgment of the Issuer, disrupt, delay, or otherwise adversely affect the payment of the principal, premium, if any, or interest on the Securities. Prior to terminating this Agreement, the Issuer may reasonably require the Bank to show that such termination will not occur during a period described in(ii)above. The resigning Paying Agent/Registrar may petition any court of competent jurisdiction for the appointment of a successor Paying Agent/Registrar if an instrument of acceptance by a successor Paying Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within sixty(60) days after the giving of such notice of resignation. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register(or a copy thereof), together with other pertinent books and records relating to the Securities,to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11 Contracts with Companies Engaged in Business with Iran,Sudan or Foreign Terrorist Organizations Prohibited(S.B.252 85th Texas Legislature). The Bank 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,Texas Government Code, and posted on any of the following pages of such officer's internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code,and to the extent such Section does not contravene applicable Texas or Federal law and excludes the Bank 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. The Bank understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Bank and exists to make a profit. Section 6.12 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas and the United States of America. 298049634.4 -1 1- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY OF CORPUS CHRISTI,TEXAS By: _2c: ,v C/ Title: Authorized Official Address: 1201 Leopard Street Corpus Christi,Texas 78401 Signature page to the Paying Agent/Registrar Agreement S-I 298049634.4 BOKF,NA,DALLAS,TEXAS, as Paying Agent/Registrar By: J Title: Vice re iden Address: 5956 She e,S ' 00 Dallas,Texas 75225 Signature page to the Paying Agent/Registrar Agreement S-2 298049634.4 Annex A Paying Agent/Registrar Fee Schedule 298049634.4 A-1 City of Corpus Christi, Texas Limited Tax Notes, Series 2025 PAYING AGENT/REGISTRAR Schedule of Fees Closing Fee $200.00 For review,coordination of documents and setup of wires in preparation for closing. This fee is due at closing. Semi-Annual Administration Fee *$200.00 For ordinary administration services by Paying Agent/Registrar—includes daily routine account management and processing in accordance with the agreement. Float credit received by the bank for receiving funds that remain uninvested are deemed part of the Paying Agent's compensation.The Administration Fee will be invoiced semi-annually at$200.00 beginning with the first debt service payment. is no Administration Fee due at dosing. Call or Redemption of Bonds At Cost Cost includes distribution to holders of record,redemption processing and notification through DTC.Any and all publication expenses including Bond Buyer,Regional and Financial Periodicals for the call notice will be billed to the Issuer at cost. Charges for performing extraordinary or other services not contemplated at the time of the execution of the transaction or not specifically covered elsewhere in this schedule will be determined by appraisal in the amounts commensurate with the service provided. Counsel fees,if ever retained as a result of a default,or other extraordinary occurrences on behalf of the bondholders or Bank of Texas,will be billed at cost. Services not included in this Fee Schedule,but deemed necessary or desirable by you,may be subject to additional charges. Our proposal is subject in all aspects to review and acceptance of the final financing documents which sets forth our duties and responsibilities. Jose Gaytan,SVP To learn more about BOK Financial: Regional Corporate Trust Business Development Officer-Phone:512.813.2002 Jciavtan(@joankoftexas.com or Jgaytan(a�bokf.com Erin Fitzpatrick,SVP F„ , +i • National Corporate Trust Business Development 11. '.i T•• Officer-Phone:972.892.9972 t f•� iy'•'• EFitzpatricka@bankoftexas.comorEfitzpatrick@bokf.com •,ram'• � . • BOK FINANCIAL ---- bokfinancial.com ©2025.Bank of Texas®and BOK Financial®are trademarks of BOKF,NA.Member FDIC.Equal Housing Lender. 07/25 The Depository Trust Company A subsidiary of the Depository Trust&Clearing Corporation BLANKET ISSUER LETTER OF REPRESENTATIONS (To be completed by Issuer and Co-Issuer(s),if applicable) City of Corpus Christi, Texas (General Obligation) (Name of Issuer and Co-Issuer(s),if applicable) May 12, 2020 (Date) The Depository Trust Company 570 Washington Blvd,4th FL Jersey City,NJ 07310 Attention: Underwriting Department Ladies and Gentlemen: This letter sets forth our understanding with respect to all issues (the"Securities")that Issuer shall request to be made eligible for deposit by The Depository Trust Company("DTC"). Issuer is: (Note: Issuer shall represent one and cross out the icermagnotintid[formed under the laws of] the State of Texas To induce DTC to accept the Securities as eligible for deposit at D TC, and to act in accordance with DTC's Rules with respect to the Secu rities, Issuer represents to DTC that issuer will comply with the requirements stated in DTC's Operational Arrangements, as they may be amended from time to time. Very truly yours, Note: Schedule A contains statements that DTC believes accurately describe DTC,the method Corpus Christi,Texas of effecting book-entry transfers of securities (Issuer) distributed through DTC,and certain related matters. By: C - e1 (Authorized Officer's Signature) Constance Sanchez, Chief Financial Officer (Print Name) 1201 Leopard Street (Street Address) Corpus Christi,Texas USA 78401 (City) (State) (Country) (Zip Code) (361)826-2489 (Phone Number) DTCC constancep@cctexas.com (E-mail Address) BLOR 06-2013