HomeMy WebLinkAbout18990 RES - 08/27/1985r •
A RESOLUTION
APPROVING A RESOLUTION BY THE CORPUS CHRISTI INDUSTRIAL
DEVELOPMENT CORPORATION AUTHORIZING THE EXECUTION OF AN I-37
GULF LIMITED CONSENT AGREEMENT AND OTHER MATTERS RELATED
THERETO; AND DECLARING AN EMERGENCY.
WHEREAS, on November 3, 1982, the City Council of the City of Corpus
Christi, Texas, (the "City Council") adopted a "Resolution Approving an
Agreement by Corpus Christi Industrial Development Corporation to Issue Bonds
for I-37 Gulf Limited and the Bond Resolution Providing for the Issuance of Such
Bonds"; and
WHEREAS, pursuant to said Resolution, on November 9, 1982, the Corpus
Christi Industrial Development Corporation (the "Issuer") delivered its Revenue
Bonds, Series 1982 (I-37 Gulf Limited Project), in the aggregate principal
amount of $5,800,000 (the "Bonds"); and
WHEREAS, the current owners of the Bonds and I-37 Gulf Limited have
requested the Issuer to enter into an agreement whereby certain terms of the
Bonds relating to the payment of the principal of and interest on the Bonds be
amended; and
WHEREAS, a public hearing on the proposed amendments to the Bonds has
been conducted in accordance with applicable law; and
WHEREAS, the City Council finds it necessary and advisable to adopt
this resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS:
SECTION 1. That the "I-37 Gulf Limited Consent Agreement", in
substantially the form attached hereto and made a part hereof for all purposes,
is hereby approved.
SECTION 2. That upon written request of the Mayor or five Council
members, copy attached, to find and declare an emergency due to the public
importance of the issuance of the Series 1985 Bonds, such finding of an
emergency is made and declared requiring suspension of the Charter rule as to
consideration and voting upon ordinances or resolutions at three regular
meetings so that this resolution is passed and shall take effect upon first
reading as an emergency measure this the 27th day of August, 1985.
ATTEST:
City Secretary " MAYOR
APPROVED: 26 , DAY OF AUGUST, 1985
ss stant
O4P.O44.O
ttorn
THE CITY OF CORPUS CHRISTI, TEXAS
1S990
MICROFILMED
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I-37 GULF LIMITED CONSENT AGREEMENT
This I-37 Gulf Limited Consent Agreement (the "Consent
Agreement"), dated as of August 1, 1985, by and among Corpus
Christi Industrial Development Corporation, I-37 Gulf
Limited, MBank Corpus Christi, N.A., as Trustee and MBank
Corpus Christi, N.A., MBank El Paso, N.A. and MBank Houston,
N.A., as Bondholders.
W ITNESSET H:
WHEREAS, on November 3, 1982, the Corpus Christi Indus-
trial Development Corporation (the "Issuer") adopted the
following resolutions:
Resolution Authorizing the Execution of a
Loan Agreement with I-37 Gulf Limited and
Relating to Ad Valorem and Sales Taxes.
Resolution Authorizing the Issuance of
Corpus Christi Industrial Development Cor-
poration Revenue Bonds, Series 1982, and
the Execution of a Trust Indenture (I-37
Gulf Limited Project) (the "Initial Bond
Resolution")
(the "Issuer Resolutions"); and
WHEREAS, the Issuer Resolutions authorized the Issuer
to execute a Loan Agreement (the "Loan Agreement"), dated as
of November 1, 1982, with 1-37 Gulf Limited, a Texas limited
partnership (the "User"), and a Trust Indenture (the "Trust
Indenture"), dated as of November 1, 1982, with Corpus
Christi National Bank, as Trustee (the "Trustee"); and
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WHEREAS, Corpus Christi National Bank subsequently
changed its name to MBank Corpus Christi, N.A.: and
WHEREAS, the Issuer, pursuant to
Resolution, authorized the issuance of
Series 1982 (I-37 Gulf Limited Project),
of $100,000 each, aggregating $5,800,000
(the "Bonds"); and
the Initial Bond
its Revenue Bonds,
in the denomination
in principal amount
WHEREAS, the Bonds, Initial Bond Resolution, Loan
Agreement and Trust Indenture are herein
referred to as the "Issuer Documents"; and
collectively
WHEREAS, pursuant to the Loan Agreement, the Issuer
loaned the proceeds of the Bonds to the User, and the User
agreed to repay the loan by making Installment Loan Payments
in amounts sufficient for the payment of
redemption premium, if any, and interest
due; and
the principal of,
on the Bonds when
WHEREAS, the User and the Trustee entered into a Deed
of Trust and Security Agreement (the "Deed of Trust"), dated
as of November 1, 1982, providing further security for the
payment of the Installment Loan Payments for the benefit of
the owners of the Bonds; and
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WHEREAS, payment of the Bonds and the Installment Loan
Payments are guaranteed by Roy L. Seikel, William A. Davis,
E. Michael Harding, Jana Seikel, Jack W. Ottinger, Coy
Hollingshead and 1-37 Gulf Corporation (the "Guarantors")
pursuant to a Guarantee Agreement (the "Guarantee
Agreement") dated November 1, 1982, between the Guarantors
and the Trustee; and
WHEREAS, the Bonds are also subject to the terms and
conditions of a Bond Purchase Agreement (the "Bond Purchase
Agreement") dated November 1, 1982, between the User and the
initial purchasers of the Bonds; and
WHEREAS, the Bonds, Initial Bond Resolution, Trust
Indenture, Loan Agreement, Deed of Trust, Guarantee
Agreement and Bond Purchase Agreement are herein
collectively referred to as the "Bond Documents"; and
WHEREAS, on November 9, 1982, the Issuer delivered the
Bonds to the purchasers thereof, MBank Corpus Christi, N.A.,
MBank El Paso, N.A. and MBank Houston, N.A. at the purchase
price of the principal amount thereof, $5,800,000; and
WHEREAS, MBank Corpus Christi, N.A., MBank El Paso,
N.A. and MBank Houston, N.A. are referred to herein as the
"Bondholders"; and
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WHEREAS, the User desires to amend the Issuer Documents in
order to modify the terms of payments of the principal of an
interest on the Bonds; and
WHEREAS, the Bondholders are agreeable to such amendment of
Issuer Documents provided that the Bond Documents and all terms
and conditions contained therein to the extent not amended by
this Consent Agreement shall continue and remain in full force
and effect; and
WHEREAS, the User and the Bondholders have requested that
the Issuer take such actions as may be necessary to amend the
Issuer Documents so as to modify the terms thereof as provided
herein; and
WHEREAS, the Issuer is agreeable to amend the Issuer Docu-
ments in order to satisfy the request made by the User and the
Bondholders, provided that the User, the Trustee and the owners
of 100% in aggregate principal amount of the Bonds each consent
to such amendments; and
WHEREAS, the Bondholders have certified to the Issuer that
they are the registered owners of 100% in aggregate principal
amount of the Bonds; and
WHEREAS, the Trustee has certified to the Issuer that the
Bondholders are the registered owners of 100% in
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aggregate principal amount of the Bonds, as shown on the
Bond Registration Books kept by the Trustee; and
WHEREAS, for purposes of this Consent Agreement, the
definitions of terms in the Loan Agreement are hereby
adopted, and the terms used herein shall have the same
meanings as such terms are given in the Loan Agreement,
unless a different meaning is given herein; and
WHEREAS, this Preamble constitutes an integral part of
this Consent Agreement.
NOW, THEREFORE, in consideration of the covenants and
agreements herein made, and subject to the conditions herein
set forth, effective upon the entry of a final order of
confirmation of the Third Amended Consolidated Plan of
Reorganization or such other amended consolidated plan (the
"Plan of Reorganization") consented to by the Bondholders by
the United States Bankruptcy Court in case No. 84-02069-C-5,
I-37 Gulf Limited Partnership and case no. 84-02070-C-5,
I-37 Gulf Corporation, said cases now pending in the
Southern District of Texas, Corpus Christi Division (the
"Chapter 11 Proceedings") the parties hereto contract and
agree as follows:
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Section 1. That the User hereby reaffirms to all
parties hereto all representations and covenants made by the
User in the Loan Agreement, in particular with respect to
the Project.
Section 2. That the User shall not be deemed in
default under the Issuer Documents notwithstanding the
failure by the User to make, when due, the payment of
principal on the Bonds due November 1, 1984, in the
aggregate principal amount of $295,800, or the interest
payment in the aggregate amount of $276,370 due on the Bonds
November 1, 1984 or the interest payment in the aggregate
amount of $276,370 due on the Bonds May 1, 1985.
Section 3. That the term "Distribution Date" shall
have the same meaning given such term in the Plan of
Reorganization.
Section 4. That on the Distribution Date, the User
shall pay to the Trustee for the benefit of the Bondholders
the following amounts:
(a) $295,800 representing the principal amount
due on the Bonds on November 1, 1984
(b) $276,370 representing the interest due on the
Bonds on November 1, 1984
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(c) $276,370 representing the interest due on the
Bonds on May 1, 1985
(d) $25,000 representing a late charge on past
due payments on the Bonds
(e) An amount equal to $1535.39 multiplied by the
number of days from May 1, 1985, to and including the
Distribution Date, which represents interest on the
unpaid principal balance of the Bonds from May 1, 1985,
to the Distribution Date at the rate of 10% per annum.
Section 5. That following the payments described in
Section 4, above, the aggregate unpaid principal balance of
the Bonds on the Distribution Date shall be $5,231,600.
Section 6. That for the period commencing on the
Distribution Date and ending October 31, 1986, the rate of
interest payable on the unpaid principal of the Bonds shall
be 8% per annum.
Section 7. That the interest which accrues on the
unpaid principal balance of the Bonds during the period
commencing on the Distribution Date and ending October 31,
1986 (the "Deferred Interest Payment") shall be due and
payable on November 1, 1994, and shall bear interest from
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November 1, 1986 until paid in full at the same rate of
interest payable on the unpaid principal of the Bonds.
Section 8. That, for the period commencing November 1,
1986 and ending October 31, 1987, the rate of interest
payable on the unpaid principal of the Bonds and the
Deferred Interest Payment payable thereon shall be 9% per
annum.
Section 9. That, for the period commencing November 1,
1987 and ending on the date the unpaid principal balance of
the Bonds and Deferred Interest Payment payable thereon are
paid in full, the rate of interest payable on the unpaid
principal of the Bonds and the Deferred Interest Payment
shall be the rate of interest calculated as provided in the
Initial Bond Resolution and as such shall never be lower
than 10% per annum.
Section 10. That on November 1, 1986, the unpaid
principal balance of each Bond shall equal the aggregate
unpaid principal balance of all of the Bonds, as calculated
in accordance with Section 5, divided by 58, and the Deferred
Interest Payment payable on each Bond shall equal the Deferred
Interest Payment payable on all Bonds, as calculated in accord-
ance with Section (vii), divided by 58.
Section 11. That, commencing on November 1, 1986, the
unpaid principal balance of each Bond (as calculated in
accordance with Section 10) shall be due and payable in
monthly installments as follows:
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DARE PRINCIPAL DATE PRINCIPAL
November 1, 1986 $ 75.38 November 1, 1990 $112.26
December 1, 1986 76.00 December 1, 1990 113.20
January 1, 1987 76.64 January 1, 1991 114.14
February 1, 1987 77.28 February 1, 1991 115.10
March 1, 1987 77.92 March 1, 1991 116.05
April 1, 1987 78.57 April 1, 1991 117.02
May 1, 1987 79.23 Nay 1, 1991 117.99
June 1, 1987 79.88 June 1, 1991 118.98
July 1, 1987 80.55 July 1, 1991 119.97
August 1, 1987 81.22 August 1, 1991 120.97
September 1, 1987 81.90 September 1, 1991 121.97
October 1, 1987 82.58 October 1, 1991 123.00
November 1, 1987 83.27 November 1, 1991 124.01
December 1, 1987 83.97 December 1, 1991 125.06
January 1, 1988 84.66 January 1, 1992 126.09
February 1, 1988 85.37 February 1, 1992 127.14
March 1, 1988 86.08 March 1, 1992 128.21
April 1, 1988 86.80 April 1, 1992 129.27
May 1, 1988 87.52 May 1, 1992 130.35
Jame 1, 1988 88.25 June 1, 1992 131.43
July 1, 1988 88.98 July 1, 1992 132.54
August 1, 1988 89.73 August 1, 1992 133.63
September 1, 1988 90.48 September 1, 1992 134.75
October 1, 1988 91.23 October 1, 1992 135.87
November 1, 1988 91.98 November 1, 1992 137.01
December 1, 1988 92.76 December 1, 1992 138.14
January 1, 1989 93.53 January 1, 1993 139.30
February 1, 1989 94.31 February 1, 1993 140.46
March 1, 1989 95.09 March 1, 1993 141.63
April 1, 1989 95.89 April 1, 1993 142.81
May 1, 1989 96.68 May 1, 1993 143.99
June 1, 1989 97.49 June 1, 1993 145.20
July 1, 1989 98.31 July 1, 1993 146.41
August 1, 1989 99.12 August 1, 1993 147.63
September 1, 1989 99.95 Septethber 1, 1993 148.86
October 1, 1989 100.78 October 1, 1993 150.10
November 1, 1989 101.62 November 1, 1993 151.35
December 1, 1989 102.47 December 1, 1993 152.61
January 1, 1990 103.32 January 1, 1994 153.89
February 1, 1990 104.19 February 1, 1994 155.16
March 1, 1990 105.05 March 1, 1994 156.46
April 1, 1990 105.92 April 1, 1994 157.76
May 1, 1990 106.81 May 1, 1994 159.08
June 1, 1990 107.70 June 1, 1994 160.40
July 1, 1990 108.60 July 1, 1994 161.74
August 1, 1990 109.50 August 1, 1994 163.09
September 1, 1990 110.42 September 1, 1994 164.45
October 1, 1990 111.33 October 1, 1994 165.81
November 1, 1994 79,181.35
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Section 12. That on November 1, 1994, the Deferred
Interest Payment payable on each Bond (as calculated in
accordance with Section 10) shall be due and payable.
Section 13. That interest on the unpaid principal of
each Bond, together with interest on the Deferred Interest
payment payable on such Bond, shall be due and payable on
December 1, 1986, and on the first day of each month
thereafter while such Bond is outstanding, with a final
interest payment being due and payable on the date such
Bond, together with the Deferred Interest Payment payable
thereon, is paid in full.
Section 14. That effective upon entry of a final order
of confirmation by the United States Bankruptcy Court in the
Chapter 11 Proceedings, and delivery of a copy thereof to
the Trustee, the Issuer hereby directs the Trustee to affix
to each of the Bonds the following legend:
The Issuer, the Trustee, the User, MBank Corpus
Christi, N.A., MBank El Paso, N.A. and MBank Houston, N.A.,
as owners of 100% in aggregate principal amount of the Bonds
have entered into the I-37 Gulf Limited Consent Agreement
(the "Consent Agreement"), whereby all parties thereto
agreed to reamortize the payment of the principal of and
interest on the Bonds. Pursuant to the Consent Agreement,
(i) the amount of principal due but not paid on this Bond on
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November 1, 1984, to -wit $5,100, shall be due and payable on
the Distribution Date, as defined in the Consent Agreement,
(ii) the amount of interest due but not paid on this Bond on
November 1, 1984 and May 1, 1985, to -wit $9,530, shall be
due and payable on the Distribution Date, together with a
$431.03 late charge, (iii) the amount of interest accrued on
this Bond from May 1, 1985 to the Distribution Date, to -wit
$26.47 multiplied by the number of days from May 1, 1985 to
the Distribution Date, shall be due and payable on the
Distribution Date, (iv) following the payments described in
(i), (ii) and (iii) above, the unpaid principal balance of
this bond on the Distribution Date shall be $90,200, (v) for
the period commencing on the Distribution Date and ending
October 31, 1986, the rate of interest payable on the unpaid
principal balance of this Bond shall be 8% per annum, (vi)
the interest which accrues on the unpaid principal balance
of this Bond during the period beginning on the Distribution
Date and ending October 31, 1986 (the "Deferred Interest
Payment") shall be due and payable on November 1, 1994, and
shall bear interest from November 1, 1986, until paid in
full at the same rate of interest payable on the unpaid
principal of this Bond, (vii) for the period commencing
November 1, 1986 and ending October 31, 1987, the rate of
interest payable on the unpaid principal of this Bond and
the Deferred Interest Payment payable hereon shall be 9% per
annum, (viii) for the period commencing November 1, 1987 and
ending on the date of the unpaid principal balance of this
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Bond and the Deferred Interest Payment payable hereon are
paid in full, the rate of interest payable on the unpaid
principal of this Bond and the Deferred Interest Payment
payable hereon shall be the rate of interest calculated as
provided in this Bond and as such shall never be lower than
10% per annum, (ix) commencing on November 1, 1986, the
unpaid principal balance of this Bond (as calculated in
accordance with (iv) above) shall be due and payable in
monthly installments as follows:
DATE PRINCIPAL DATE PRINCIPAL
November 1, 1986 $ 75.38 July 1, 1988 $ 88.98
December 1, 1986 76.00 August 1, 1988 89.73
January 1, 1987 76.64 September 1, 1988 90.48
February 1, 1987 77.28 October 1, 1988 91.23
March 1, 1987 77.92 November 1, 1988 91.98
April 1, 1987 78.57 December 1, 1988 92.76
May 1, 1987 79.23 January 1, 1989 93.53
June 1, 1987 79.88 February 1, 1989 94.31
July 1, 1987 80.55 March 1, 1989 95.09
August 1, 1987 81.22 April 1, 1989 95.89
September 1, 1987 81.90 May 1, 1989 96.68
October 1, 1987 82.58 June 1, 1989 97.49
November 1, 1987 83.27 July 1, 1989 98.31
December 1, 1987 83.97 August 1, 1989 99.12
January 1, 1988 84.66 September 1, 1989 99.95
February 1, 1988 85.37 October 1, 1989 100.78
March 1, 1988 86.08 November 1, 1989 101.62
April 1, 1988 86.80 December 1, 1989 102.47
May 1, 1988 87.52 January 1, 1990 103.32
June 1, 1988 88.25 February 1, 1990 104.19
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DATE PRINCIPAL DATE PRINCIPAL
March 1, 1990 $ 105.05 July 1, 1992 $ 132.54
April 1, 1990 105.92 August 1, 1992 133.63
May 1, 1990 106.81 September 1, 1992 134.75
June 1, 1990 107.70 OctnhPr 1, 1992 135.87
July 1, 1990 108.60 November 1, 1992 137.01
August 1, 1990 109.50 December 1, 1992 138.14
September 1, 1990 110.42 January 1, 1993 139.30
October 1, 1990 111.33 February 1, 1993 140.46
November 1, 1990 112.26 March 1, 1993 141.63
December 1, 1990 113.20 April 1, 1993 142.81
January 1, 1991 114.14 May 1, 1993 143.99
February 1, 1991 115.10 June 1, 1993 145.20
March 1, 1991 116.05 July 1, 1993 146.41
April 1, 1991 117.02 August 1, 1993 147.63
May 1, 1991 117.99 September 1, 1993 148.86
June 1, 1991 118.98 October 1, 1993 150.10
July 1, 1991 119.97 November 1, 1993 151.35
August 1, 1991 120.97 Decpmhar 1, 1993 152.61
September 1, 1991 121.97 January 1, 1994 153.89
October 1, 1991 123.00 February 1, 1994 155.16
November 1, 1991 124.01 March 1, 1994 156.46
December 1, 1991 125.06 April 1, 1994 157.76
January 1, 1992 126.09 May 1, 1994 159.08
February 1, 1992 127.14 June 1, 1994 160.40
March 1, 1992 128.21 July 1, 1994 161.74
April 1, 1992 129.27 August 1, 1994 163.09
May 1, 1992 130.35 September 1, 1994 164.45
June 1, 1992 131.43 OctnhPr 1, 1994 165.81
November 1, 1994 77,181.35
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(x) on November 1, 1994, the Deferred Interest Payment
payable on this Bond (as calculated in (vi) above) shall be
due and payable, (xi) interest on the unpaid principal
balance of this Bond, together with interest on the Deferred
Interest Payment payable hereon, shall be due and payable on
December 1, 1986, and on the first day of each month
thereafter while this Bond is outstanding, with a final
interest payment being due and payable on the date this
Bond, together with the Deferred Interest Payment payable
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shall
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hereon, is paid in full. The terms of the Consent Agreement
are binding upon all present and future owners of the Bonds.
REFERENCE IS HEREBY MADE TO THE CONSENT AGREEMENT AND THE
PLAN OF REORGANIZATION DEFINED IN THE CONSENT AGREEMENT FOR
ADDITIONAL PROVISIONS AFFECTING THE RIGHTS OF THE PARTIES
THERETO, AND THE RIGHTS OF THE BONDHOLDERS THEREUNDER.
The Trustee shall deliver to the Issuer a certificate
stating that it has affixed the aforesaid legend on each of
the Bonds.
Section 15. That the provisions of the Issuer Docu-
ments in conflict with the terms of this Consent Agreement
are hereby amended to conform to the terms of this Consent
Agreement. Specifically, all parties acknowledge that the
term "Installment Loan Payments" as used in the Issuer
Documents shall include all payments required to be made by
the User to amortize the Bonds and pay the Deferred Interest
Payments, together with interest thereon, as provided for in
this Consent Agreement.
Section 16. That except as amended hereby, the Bond
Documents and all terms and conditions contained therein,
continue and remain in full force and effect, including any
and all provisions requiring payment of liquidated damages
to the Bondholders in the event there is a Determination of
Taxability.
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Section 17. That the Trustee shall retain all liens
and security interests securing payment of amounts due under
the Bond Documents.
Section 18. That this Consent Agreement reserves and
preserves unto the Trustee and the Bondholders, any and all
rights, claims, actions, causes of action and remedies that
presently exist in favor of the Trustee and/or any of the
Bondholders against the Guarantors pursuant to the terms of
any of the Bond Documents, including but not limited to the
Guarantee Agreement.
Section 19. That this Consent Agreement is for the
benefit of, and shall be binding upon, the parties hereto
and all of the parties successors in interest under the
Bonds and the Issuer Documents.
IN WITNESS WHEREOF, the parties hereto have caused this
Consent Agreement to be signed in multiple counterparts,
each of which shall be considered an original for all
purposes, as of the date first set out above.
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CORPUS CHRISTI INDUSTRIAL
DEVELOPMENT CORPORATION
By:
President, Board of Directors
ATTEST:
Secretary, Board of Directors
(SEAL)
ATTEST:
I-37 GULF LIMITED, INC.
By:
Title:
MBANK CORPUS CHRISTI N.A., Trustee
By:
Title:
Title:
(SEAL)
ATTEST:
MBANK CORPUS CHRISTI N.A.,
Bondholder
By:
Title:
Title:
(SEAL)
MBANK EL PASO, N.A.
Bondholder
By:
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Title:
ATTEST:
Title:
(SEAL)
ATTEST:
MBANK HOUSTON, N.A.,
Bondholder
By:
Title:
Title:
(SEAL)
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Corpus Christi, Tex s
42144- day of , 198e
TO THE MEMBERS OF THE CITY COUNCIL
Corpus Christi, Texas
For the reasons set forth in the emergency clause of the foregoing ordinance
or resolution, an emergency exists requiring suspension of the Charter rule
as to consideration and voting upon ordinances or resolutions at three
regular meetings; I/we, therefore, request that you suspend said Charter rule
and pass this ordinance or resolution finally on the date it is introduced,
or at the present meeting of the City Council.
Respectfully, Respectfully,
MAYOR /
THE CITY'1F CORPUS CHRISTI, TEXAS
Council Members
The above ordinance was passed by the following vote:
Luther Jones
Dr. Jack Best
David Berlanga, Sr.
Leo Guerrero
Joe McComb
Frank Mendez
Bill Pruet
Mary Pat Slavik
Linda Strong
18990