HomeMy WebLinkAbout19064 ORD - 10/17/1985THE STATE OF TEXAS
COUNTY OF NUECES
CITY OF CORPUS CHRISTI
On this the 17th day of
October,
of the City of Corpus Christi,
1985, the City Council
Texas convened in Special
Meeting, with the following members of said Council present,
to -wit:
Luther Jones,
Dr. Jack Best,
Frank Mendez,
David Berlanga, Sr.,
Leo Guerrero,
Linda Strong,
Joe McComb,
Bill Pruet,
Mary Pat Slavik,
Edward A. Martin,
J. Bruce Aycock,
Juan Garza,
Armando Chapa,
with the following absent:
constituting a quorum, at
Mayor,
Mayor Pro -Tem,
Councilmembers,
City Manager,
City Attorney,
Director of Finance,
%City/ Secretary,
L./Nd1 j2ONG
which time the following among
other business was transacted:
Ale. 111,-Z4 presented for the
consideration of the
Council an ordinance. The ordinance was read by the City
Secretary. The Mayor presented to the Council a communica-
tion in writing pertaining to said proposed ordinance, as
follows:
"Corpus Christi, Texas
October 17, 1985
"TO THE CITY COUNCIL
Corpus Christi, Texas
Gentlemen:
"The public importance and pressing need for the
issuance of general improvement and refunding bonds for the
construction of permanent improvements and refunding of the
City's General Improvement Bonds and Certificates of
Obligation to facilitate further financing for permanent
improvements creates an emergency and an imperative public
necessity requiring the suspension of rules and Charter
provisions requiring ordinances to be considered and voted
upon at three regular meetings. I, therefore, request that
the City Council pass the proposed ordinance authorizing the
issuance of bonds as an emergency measure. You will please
consider this request in connection with the ordinance which
is to be introduced for passage by the City Council on the
subject.
"Yours very truly,
/s/ Luther Jones
Mayor"
19064 ����.
•
Councilmember Leo Guerrero
moved that the resolu-
tion be adopted finally. The motion was seconded by Coun-
cilmember
oun-
cilmember Frank Mendez
The motion was carried by the
following vote:
AYES: All present voted Aye, except Council Member Mary Pat Slavik
voted nay.
NAYS: Council Member Mary Pat Slavik.
The Mayor announced that the resolution had been
adopted. The resolution is as follows:
•
ORDINANCE
AUTHORIZING AN ESCROW AGREEMENT BETWEEN THE CITY OF
CORPUS CHRISTI, TEXAS AND FIRST CITY BANK OF CORPUS
CHRISTI, AS ESCROW AGENT, AND OTHER MATTERS PERTAIN-
ING THERETO
THE STATE OF TEXAS
COUNTY OF NUECES
CITY OF CORPUS CHRISTI .
WHEREAS, the City has outstanding its general
improvement bonds and certificates of obligation payable
from ad valorem taxes in the aggregate principal amount of
$108,375,000 (hereinafter referred to as the "Refunded
Obligations"); and
WHEREAS, it is the desire of the City and the City is
authorized by Article 717k, V.A.T.C.S., as amended, to sell
its bonds for the purpose of refunding the Refunded Obliga-
tions and to place the proceeds from the sale of such
refunding bonds, together with other funds lawfully avail-
able therefor, in escrow to be held and applied to the
payment of the Refunded Obligations; and
WHEREAS, the City by passage of an ordinance con-
currently herewith, authorizing the issuance of the City's
General Improvement and Refunding Bonds, Series 1985-A (the
"Series 1985-A Bonds"), provides that the City will concur-
rently with the delivery of the Series 1985-A Bonds to the
purchasers thereof deposit part of the proceeds from the
sale of the Bonds into a special escrow fund to be held in
accordance with a special escrow agreement; and
WHEREAS, the Refunded Obligations, with the exception
of a portion of the Corpus Christi, Texas General Improve-
ment Bonds, Series 1981 (the "Redeemable Refunded Obliga-
tions") shall mature in accordance with their scheduled
maturities specified in the respective ordinances author-
izing their issuance; and
WHEREAS, such special escrow agreement provides for
payment from funds in the escrow fund of all of the interest
coming due on the Refunded Obligations and the principal
thereof as it matures with the exception of the said Series
•
1981 Bonds remaining outstanding on July 15, 1991, which
will be redeemed and paid on such date; and
WHEREAS, it is the desire of the City to provide for
the special escrow agreement required by the ordinance
authorizing the issuance of the Bonds; and
WHEREAS, it is desirable that the special escrow
agreement provide for the investment of monies so escrowed
in direct obligations (including book -entry form) of the
United States of America, which must have interest payable
and maturities of principal at times to insure the existence
of monies, together with other funds lawfully available
therefor, sufficient to pay the principal of, and interest
on the Refunded Obligations as the same shall come due and
mature in accordance with their terms on their respective
maturity dates or redemption dates, as the case may be; and
WHEREAS, the City has made arrangements to purchase
such direct obligations of the United States of America,
which have interest payable thereon coming due and matur-
ities at times to insure the existence of monies, together
with other funds lawfully available therefor, sufficient to
pay the principal of, and interest on the Refunded Obliga-
tions as the same shall come due and mature in accordance
with their terms on such maturity dates and redemption
dates; and'
WHEREAS, Article 717k, V.A.T.C.S., as amended, provides
that when the initial deposit of securities (and any unin-
vested money) is made with First City Bank of Corpus
Christi, Corpus Christi, Texas (the "Escrow Agent"), such
deposit shall constitute the making of firm banking and
financial arrangements for the discharge and final payment
or redemption of the obligations being refunded, and al-
though such obligations being refunded shall continue to be
obligations of the Issuer, automacically they shall become
obligations of the Issuer secured solely by and payable
solely from such deposit and the proceeds therefrom; and
upon the making of such deposit, all previous encumbrances
•
existing in connection with said obligations being refunded
(whether in connection with taxes, revenues, real and
personal property, or any other source of security or
payment) automatically shall terminate and
discharged
and released, as a
matter
of
encumbrances shall be of no further force
be
finally
law, and said
or effect; and
although said obligations being so refunded
will remain
outstanding, they shall be regarded as being outstanding
only for the purpose of receiving the funds provided by the
Issuer for their payment or redemption, and they shall not
be regarded as being outstanding
of the Issuer to issue bonds, or
tions in connection therewith, or
in ascertaining the power
in calculating any limita-
for any other purpose; and
WHEREAS, it is in order for the City Council to author-
ize the execution of a special escrow agreement covering the
handling of such special escrow fund;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF
THE CITY OF CORPUS CHRISTI, TEXAS:
1. That the City Manager of the City is hereby author-
ized and directed to execute, the City Secretary is author-
ized to attest, and the City Attorney is authorized to
approve as to form and correctness, on behalf of the City,
the City of Corpus Christi, Texas Ad Valorem Tax Bonds
Escrow Agreement covering the use of the monies to be
deposited with the Escrow Agent therein named for the
benefit of the holders of the Refunded Obligations.
2. That the form of such Escrow Agreement which
constitutes a part of this authorizing ordinance shall be
substantially as follows, to -wit:
2. That all ordinances, resolutions and orders incon-
sistent herewith or in conflict herewith are hereby re-
scinded to the extent of such inconsistency or conflict.
3. That the fact that the contemplated issuance of
such bonds is necessary for the orderly development and
growth of the City of Corpus Christi, Texas creates a public
emergency and an imperative public necessity requiring the
suspension of the Charter Rule providing that no ordinance
or resolution shall be passed finally on the date it is
introduced and that such ordinance or resolution shall be
read at three several meetings of the City Council and the
Mayor having declared that such public emergency and imper-
ative necessity exist, and having requested that said
Charter Rule be suspended and that this ordinance take
effect and be in full force and effect' from and after its
passage, it is accordingly so ordained.
PASSED this 17th day of October, 1985.
ATTEST:
May
City Secretary, Ci'y of Corpus
Christi, Texas
(SEAL)
of Corpus Christi,
Texas
The foregoing ordinance was approved prior to passage
as to form and correctness this the /7.' -day of October,
1985.
ty Attorney, ty of Corpus
Christi, T as
THE STATE OF TEXAS
COUNTY OF NUECES
CITY OF CORPUS CHRISTI :
I, the undersigned, City Secretary of the City of
Corpus Christi, Texas, do hereby certify that the above and
foregoing is a true, full and correct copy of an ordinance
passed by the City Council of the City of Corpus Christi,
Texas (and of the minutes pertaining thereto) on the 17th
day of October, 1985, authorizing an Escrow Agreement
between the City of Corpus Christi and First City Bank of
Corpus Christi, which ordinance is duly of record in the
minutes of said City Council, and said meeting was open to
the public, and public notice of the time, place and purpose
of said meeting was given, all as required by Vernon's Ann.
Civ. Stat., art. 6252-17, as amended.
EXECUTED UNDER MY HAND AND SEAL of said City this 17th
day of October, 1985.
(SEAL)
City Secretary, Ciof
Corpus Christi, Texas
•
BOND PURCHASE CONTRACT
RELATING TO
$108,231,312.30
CITY OF CORPUS C111&ISTI, TEXAS
GENERAL IMPROVEMENT AND REFUNDING BONDS
SERIES 1985-A
The Honorable Mayor and
Members of the City Council
City of Corpus Christi, Texas
P.O. Box 9277
Corpus Christi, Texas 78469
October 17, 1985
Dear Mayor and Members of the City Council:
The undersigned appearing on the signature page hereof
(collectively hereinafter called the "Underwriters") offer
to enter into this Purchase Contract with the City of Corpus
Christi, Texas (the "City"), subject to the City's accept-
ance of this Purchase Contract on or before 12 o'clock noon,
C.D.T., on October 17, 1985. If not so accepted, this offer
will be subject to withdrawal by the Underwriters upon
notice delivered to the City at any time prior to the
acceptance hereof by the City.
1. Upon the terms and conditions and upon the basis
of the representations set forth herein, the Underwriters
hereby agree to purchase from the City, and the City hereby
agrees to sell and deliver to the Underwriters, an aggregate
of $108,231,312.30 principal amount of the City's General
Improvement and Refunding Bonds, Series 1985-A (the
"Bonds"). The Bonds shall be issued as Serial Bonds and
Capital Appreciation Bonds, shall be dated, shall mature,
and shall bear interest from the dates at the rate or rates
per annum, and such interest being payable on the dates, all
as more fully set forth in the Official Statement
(hereinbelow defined) attached as Exhibit A hereto. As set
forth in said Exhibit A, the Serial Bonds shall be dated
October 15, 1985, with interest payable on November 1, 1986,
and semiannually thereafter on May 1 and November 1 in each
year. As set forth in Exhibit A, the Capital Appreciation
Bonds shall be dated October 15, 1985, but interest shall
commence to accrue on said Capital Appreciation Bonds from
the date of Closing (as hereinbelow defined), and shall be
payable at maturity. The purchase price for the Bonds shall
be $107,033,717.83, as provided in Exhibit B hereto, plus
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Page 2
accrued interest on the Serial Bonds from their date to the
date of Closing.
2. Subject to the other terms and conditions hereof,
at 10 o'clock a.m., C.D.T., on November 14, 1985, at First
City National Bank of Austin, Austin, Texas, or at such
other time, date and place as may be mutually agreed upon by
the City and the Underwriters (the "Closing"), the City will
deliver fully registered Bonds in definitive form in the
denomination of $5,000 each or any integral multiple thereof
within a maturity to the Underwriters, duly executed,
authenticated and certified, together with the other
documents hereinafter mentioned, and the Underwriters will
accept such delivery and pay the purchase price of the Bonds
as set forth in Paragraph 1 hereof by check or checks
payable in immediately available funds to the order of the
City. Initial delivery will be accomplished upon issuance
of one Bond for each maturity, registered in the name
designated by the Underwriters, approved by the Attorney
General and registered and manually signed by the
Comptroller of Public Accounts. Upon payment for the Bonds
at the time of the initial delivery, the Paying
Agent/Registrar shall cancel the Bonds, provided
registration instructions have been received by the Paying
Agent/Registrar, and shall register and deliver the regis-
tered definitive Bonds, in any integral multiple of $5,000
for any one maturity, in accordance with instructions
received from the Underwriters. It shall be the duty of the
Underwriters to furnish to the Paying Agent/Registrar, at
least five business days prior to the initial delivery,
written instructions on forms which the Underwriters must
request and obtain from, and which are provided by, the
Paying Agent/Registrar designating the names in which the
Bonds are to be registered, the addresses of the registered
owners, the maturities, interest rates and denominations.
If such forms are not available, written instructions by
letter shall be furnished to the Paying Agent/Registrar.
The Paying Agent/Registrar will not be required to accept
registration instructions after the fifth business day prior
to the initial delivery. If such instructions are not
received within the provided period, the cancellation of the
Bonds and delivery of the registered definitive Bonds will
be delayed until such written instructions are received. If
the Underwriters shall so request, the definitive Bonds
shall be made available to the Underwriters at least one
business day before the Closing for purpose of inspection.
Delivered to the City herewith 1s a corporate check of
the Underwriters, payable to the City, in the amount of
$1,000,000, as security for the performance by the
Page 3
Underwriters of their obligations to accept delivery of and
pay for the Bonds at the Closing in accordance with the pro-
visions of this Purchase Contract. If this offer is accept-
ed by the City, this check shall be held by the City un-
cashed until the Closing. Concurrently with the delivery of
and payment for the Bonds at the Closing, such check shall
be returned uncashed to the Underwriters. In the event the
City does not accept this offer, or upon the City's failure
to deliver Bonds at the Closing, or if the conditions to the
obligations of the Underwriters contained in this Purchase
Contract shall be unsatisfied (unless waived by the
Underwriters), or if such obligations shall be terminated
for any reason permitted by this Purchase Contract, the
check shall be immediately returned to the Underwriters. In
the event that the Underwriters fail (other than for a
reason permitted under this Purchase Contract) to accept
delivery of and pay for the Bonds at the Closing, the check
shall be cashed by the City and the City shall retain the
amount of the check as full liquidated damages for such
failure and for any and all defaults hereunder on the part
of the Underwriters, and shall constitute full release and
discharge of all claims and rights hereunder of the City
against the Underwriters. The Underwriters hereby agree not
to stop or cause payment on said check to be stopped unless
the City has breached any of the terms of this Purchase Con-
tract.
3. The Bonds shall be described in and shall be
issued and secured under the provisions of the ordinance
authorizing the issuance of the Bonds adopted by the City
prior to or currently with the acceptance hereof (the
"Ordinance"). The Bonds shall be subject to redemption and
shall be payable as provided in the Ordinance.
4. Exhibit A hereto is the Official Statement,
including the cover page and Appendices thereto, of the City
with respect to the Bonds. The Official Statement,
including the cover page and the Appendices thereto, as
further amended only in the manner hereinafter provided, is
hereinafter called the "Official Statement." The City
hereby authorizes the Ordinance, the Official Statement, the
Escrow Agreement (hereinbelow defined) and the information
therein contained to be used by the Underwriters in
connection with the public offering and sale of the Bonds,
and the City ratifies and confirms the use by the
Underwriters prior to the date hereof of the Preliminary
Official Statement in connection with the public offering of
the Bonds.
Page 4
As set forth in the Official Statement, a portion of
the proceeds of the Bonds, together with other funds of the
City, will be used at Closing to advance refund and defease
certain outstanding bonds of the City as described in the
Official Statement. In order to accomplish such advance
refunding and defeasance, it will be necessary for the City
to subscribe for certain United States Treasury - State and
Local Government Series obligations ("SLG's") to be pur-
chased at Closing with proceeds of the Bonds and to purchase
at or prior to Closing, with other available funds of the
City, certain open market federal securities ("Open Market
Federal Securities"), the maturing principal and interest of
which will be sufficient to provide for the full and timely
payment of the City's bonds to be advance refunded and
defeased. By the acceptance of this Purchase Contract, the
City (i) hereby ratifies and approves the Underwriters'
preparation of a plan for the advance refunding and defeas-
ance of the bonds to be refunded and the purchase on behalf
of the City by Salomon Brothers Inc and Texas Commerce Bank
National Association, of the Open Market Federal Securities,
(ii) hereby authorizes the Underwriters to file with the
Federal Reserve Board the subscriptions for the SLG's to be
purchased by the City at Closing, and (iii) hereby
authorizes and approves the City's purchase of the Open
Market Federal Securities from Salomon Brothers Inc
("Salomon") and Texas Commerce Bank National Association
("TCB") at Closing, as follows: (1) when sold by Salomon
and TCB as agent, for an amount equal to their cost,
including ordinary and reasonable brokerage commissions and
cost of carry to Closing, and/or (2) when sold by Salomon
and TCB as principal, for an amount equal to the market
value on October 15, 1985, including ordinary and reasonable
dealer spread and cost of carry to Closing.
5. It shall be a condition of the obligation of the
City to sell and deliver the Bonds to the Underwriters, and
of the obligation of the Underwriters to purchase and accept
delivery of the Bonds, that the entire principal amount of
the Bonds authorized by the Ordinance shall be sold and
delivered by the City and accepted and paid for by the
Underwriters at the Closing. The Underwriters agree to make
a bona fide public offering of all of the Bonds, at not in
excess of the initial public offering prices, as set forth
on the cover page of the Official Statement, plus interest
accrued thereon from the date of the Bonds. The principal
amount per $5,000 amount due at maturity for the Capital
Appreciation Bonds computed on the basis of the applicable
yield to maturity is set forth in Exhibit C hereto.
Page 5
6. On the date hereof, the City represents, warrants
and agrees as follows:
(a) The City is a municipal corporation and a
home rule city duly organized and existing under the
Constitution and laws of the State of Texas, and a body
politic and corporate, and has full legal right, power
and authority to enter into this Purchase Contract, to
adopt the Ordinance, to sell the Bonds, and to issue
and deliver the Bonds to the Underwriters as provided
herein and to carry out and consummate all other
transactions contemplated by the Ordinance and this
Purchase Contract;
(b) By official action of the City prior to or
concurrently with the acceptance hereof, the City has
duly adopted the Ordinance, has duly authorized and
approved the execution and delivery of, and the perfor-
mance by the City of the obligations contained in the
Bonds, the Escrow Agreement and this Purchase Contract
and has duly authorized and approved the performance by
the City of its obligations contained in the Ordinance,
the Escrow Agreement and in this Purchase Contract;
(c) The City is not in breach of or in default
under any applicable law or administrative regulation
of the State of Texas or the United States or any
applicable judgment or decree or any loan agreement,
note, resolution, agreement or other instrument, except
as may be disclosed in the Official Statement, to which
the City is a party or, to the best of our actual
knowledge, is otherwise subject, which would have a
material and adverse effect upon the business or
financial condition of the City and the execution and
delivery of this Purchase Contract by the City;
(d) All approvals, consents and orders of any
governmental authority or agency having jurisdiction of
any matter which would constitute a condition precedent
to the performance by the City of its obligations to
sell and deliver the Bonds hereunder have been obtained
or will be obtained prior to the Closing;
(e) At the time of the City's acceptance hereof
and at the time of the Closing, the Official Statement
does not and will not contain any untrue statement of a
material fact or omit to state a material fact required
to be stated therein or necessary to make the state-
ments therein, in the light of the circumstances under
which they were made, not misleading;
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Page 6
(f) Between the date of this Purchase Contract
and the Closing, the City will not, without the prior
written consent of the Underwriters, issue any addi-
tional bonds, notes or other obligations for borrowed
money, and the City will not incur any material liabil-
ities, direct or contingent, relating to, nor will
there be any adverse change of a material nature in the
financial position of, the City;
(g) Except as described in the Official State-
ment, no litigation is pending or, to the knowledge of
the City, threatened in any court affecting the corpo-
rate existence of the City, the title of its officers
to their respective offices, or seeking to restrain or
enjoin the issuance or delivery of the Bonds, or the
levy or collection of the taxes pledged to pay the
principal of and interest on the Bonds, or in any way
contesting or affecting the validity or enforceability
of the Bonds, the Ordinance, the Escrow Agreement, or
this Purchase Contract, or contesting the powers of the
City, or any authority of the Bonds, the Ordinance, the
Escrow Agreement, or this Purchase Contract or contest-
ing in any way the completeness, accuracy or fairness
of the Preliminary Official Statement or the Official
Statement;
(h) The City will cooperate with the Underwriters
in arranging for the qualification of the Bonds for
sale and the determination of their eligibility for
investment under the laws of such jurisdictions as the
Underwriters designate and will use its best efforts to
continue such qualifications in effect so long as
required for distribution of the Bonds; provided,
however, that the City will not be required to execute
a special or general consent to service of process or
qualify to do business in connection with any such
qualification in any jurisdiction;
(i) The descriptions contained in the Official
Statement of the Bonds, and the Ordinance accurately
reflect the provisions of such instruments, and the
Bonds, when validly executed, authenticated, certified
and delivered in accordance with the Ordinance and sold
to the Underwriters as provided herein, will be validly
issued and outstanding obligations of the City secured
in the manner provided in the Ordinance and described
in the Official Statement; and
(j) If prior to the Closing an event occurs
affecting the City which is materially adverse for the
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Page 7
purpose for which the Official Statement is to be used
and is not disclosed in the Official Statement, the
City shall notify the Underwriters, and if in the
opinion of the Underwriters such event requires a
supplement or amendment to the Official Statement, the
City will supplement or amend the Official Statement in
a form and in a manner approved by the Underwriters and
Bond Counsel to the City.
7. The Underwriters have entered into this Purchase
Contract in reliance upon the representations and warranties
of the City contained herein and to be contained in the
documents and instruments to be delivered at the Closing,
and upon the performance of the City and its obligations
hereunder, both as of the date hereof and as of the date of
Closing. Accordingly, the Underwriters' obligations under
this Purchase Contract to purchase and pay for the Bonds
shall be subject to the performance by the City of its
obligations to be performed hereunder and under such docu-
ments and instruments to be delivered at or prior to the
Closing, and shall also be subject to the following
conditions:
(a) The representations and warranties of the
City contained herein shall be true, complete and
correct in all material respects at the date hereof and
on and as of the date of Closing, as if made on the
date of Closing;
(b) At the time of the Closing, the Ordinance and
the Escrow Agreement shall be in full force and effect,
and the Ordinance and the Escrow Agreement shall not
have been amended, modified or supplemented, and the
Official Statement shall not have been amended, mod-
ified or supplemented, except as may have been agreed
to by the Underwriters;
(c) At the time of the Closing, all official
action of the City related to the Ordinance shall be in
full force and effect and shall not have been amended,
modified or supplemented;
(d) The City shall not have failed to pay princi-
pal or interest when due on any of its outstanding
obligations for borrowed money;
(e) At or prior to the Closing, the Underwriters
shall have received with respect to the Bonds each of
the following documents:
Page 8
(i) The Official Statement of the City
executed on behalf of the City by the City Manager
of the City;
(ii) The Ordinance certified by the City
Secretary under the City's seal as having been
duly adopted by the City and as being in effect,
with such changes or amendments as may have been
agreed to by the Underwriters, together with any
other proceedings of the City required by this
Purchase Contract, certified as true, accurate and
complete by the City Secretary;
(iii) An unqualified bond opinion in substan-
tially the form attached hereto as Exhibit D, or,
if not attached hereto, in form and substance
satisfactory to the Underwriters, dated the date
of Closing, of McCall, Parkhurst and Horton, Bond
Counsel to the City;
(iv) A supplemental opinion, dated the date
of Closing, of Bond Counsel addressed to the
Underwriters to the effect that: (A) the Purchase
Contract has been duly authorized, executed and
delivered by the City and (assuming due authori-
zation by the Underwriters) constitutes a binding
and enforceable agreement of the City in accor-
dance with its terms; (B) the Escrow Agreement has
been duly authorized, executed and delivered by
the City and constitutes the binding and
enforceable agreement (assuming due authorization
by the Escrow Agent) of the City in accordance
with its terms; (C) the Bonds are exempted
securities within the meaning of Section 3(a)(2)
of the Securities Act of 1933, as amended, and it
is not necessary in connection with the sale of
the Bonds to the public to register the Bonds
under the Securities Act of 1933, as amended, or
to qualify the Ordinance under the Trust Indenture
Act of 1939, as amended; and (D) such firm has
reviewed the information contained under the
captions "Plan of Financing," "The Bonds," "Tax
Exemption," "Tax Accounting Treatment of Original
Issue Discount Bonds," and "Tax Accounting Treat-
ment of Capital Appreciation Bonds," contained in
the Official Statement and such firm is of the
opinion that the information relating to the Bonds
and the Ordinance contained under such captions in
all material respects accurately and fairly
reflects the provisions thereof.
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Page 9
(v) An unqualified opinion or certificate,
dated on or prior to the date of Closing, of the
Attorney General of Texas, approving the Bonds as
required by law;
(vi) The opinion, dated the date of Closing,
of Messrs. Vinson & Elkins, Counsel to the Under-
writers, to the effect that the Bonds are exempted
securities as described in Section 3(a)(2) of the
Securities Act of 1933, as amended, and Section
304(a)(4) of the Trust Indenture Act of 1939, as
amended, to the extent provided in such Acts, and
it is not necessary in connection with the sale of
the Bonds to the public to register the Bonds
under the Securities Act of 1933 as amended, or to
qualify the Ordinance under the Trust Indenture
Act of 1939, as amended. The opinion of such
Counsel shall also state that, based upon their
participation in the preparation of the Official
Statement, such Counsel has no reason to believe
that the Official Statement (except for the
financial statements and other financial and
statistical data contained therein, as to which no
view need by expressed), as the date of the
Official Statement, contained any untrue statement
of a material fact or omitted to state any
material fact necessary to make the statements
therein, in the light of the circumstances under
which they were made, not misleading.
(vii) A certificate, dated the date of Clos-
ing, signed by the Mayor, the City Manager and the
Director of Finance of the City, to the effect
that to the best of their knowledge, (A) the
representations and warranties of the City con-
tained herein are true and correct in all material
respects on and as of the date of Closing as if
made on the date of Closing; (B) except to the
extent disclosed in the Official Statement, no
litigation is pending or, to the knowledge of such
person, threatened in any court to restrain or
enjoin the issuance or delivery of the Bonds, or
the levy, collection or application of ad valorem
taxes and any other funds of the City pledged to
pay the principal of and interest on the Bonds, or
the pledge thereof, or in any way contesting or
affecting the validity of the Bonds, the Ordi-
nance, or this Purchase Contract, or contesting
the powers of the City or contesting the authori-
zation of the Bonds or the Ordinance, or
Page 10
contesting in any way the accuracy, completeness
or fairness of the Official Statement; (C) the
Official Statement does not contain any untrue
statement of a material fact or omit to state any
material fact required to be stated therein or
necessary to make the statements therein, in light
of the circumstances under which they were made,
not misleading; (D) no event affecting the City
has occurred since the date of the Official
Statement which is materially adverse for the
purpose for which the Official Statement is to be
used or which it is necessary to disclose therein
in order to make the statements and information
therein not misleading in any respect; and
(E) there has not been any material adverse change
in the financial condition of the City from that
reflected in the City's audited financial state-
ments and other financial information contained in
the Official Statement;
(viii) A fully executed escrow agreement (the
"Escrow Agreement") between the City and First
City Bank of Corpus Christi, Corpus Christi, Texas
(the "Escrow Agent"), which (together with any
other appropriate documentation) evidences that
all SLG's, Open Market Federal Securities and cash
required to be deposited with the Escrow Agent
have been purchased by or delivered to the Escrow
Agent, all as described in the Official Statement,
together with a certificate, dated as of the date
of Closing, executed by an appropriate official of
the Escrow Agent, to the effect that the Escrow
Agreement has been duly authorized, executed and
entered into by the Escrow Agent;
(ix) A certificate dated the date of Closing,
of an appropriate official of the City to the
effect that, on the basis of the facts, estimates
and circumstances in effect on the date of
delivery of the Bonds, it is not expected that the
proceeds of the Bonds will be used in a manner
that would cause the Bonds to be arbitrage bonds
within the meaning of Section 103(c) of the
Internal Revenue Code of 1954, as amended.
(x) A certificate, dated the date of
Closing, signed by the City Manager, the City
Attorney, and the Director of Finance of the City,
stating that, (A) in their opinion, the outcome of
any litigation pending against the City at the
•
•
Page 11
date of Closing will not have a material effect on
the City's financial position or operations and
(8) the litigation pending against the City
challenging or seeking to enjoin or restrain the
City's 1984 and 1985 tax levies, and/or
proceedings related thereto (such litigation to be
identified in such certificate by styles, cause
numbers, and courts of jurisdiction) is without
merit and will not adversely affect the City's
ability to levy and collect taxes in payment of
the Bonds.
(xi) A certified public accountant's report
addressed to the City, Bond Counsel, Underwriters
and the Escrow Agent as to escrow adequacy for the
bonds to be refunded prepared in the manner
described in the Official Statement;
(xii) Such additional legal opinions, certifi-
cates, instruments and other documents as the
Underwriters may reasonably request to evidence
the truth, accuracy and completeness, as of the
date hereof and as of the date of Closing, of the
City's representations and warranties contained
herein and of the statements and information
contained in the Official Statement and the due
performance and satisfaction by the City at or
prior to the date of Closing of all agreements
then to be performed and all conditions then to be
satisfied by the City.
All the opinions, letters, certificates, instruments
and other documents mentioned above or elsewhere in this
Purchase Contract shall be deemed to be in compliance with
the provisions hereof if, but only if, they are satisfactory
to the Underwriters.
If the City shall be unable to satisfy the conditions
to the obligations of the Underwriters to purchase, to
accept delivery of and to pay for the Bonds contained in
this Purchase Contract, or if the obligations of the Under-
writers to purchase, to accept delivery of and to pay for
the Bonds shall be terminated for any reason permitted by
this Purchase Contract, this Purchase Contract shall termi-
nate and neither the Underwriters nor the City shall be
under further obligation hereunder, except that the respec-
tive obligations of the City and the Underwriters set forth
in Paragraphs 9 and 11 hereof shall continue in full force
and effect.
•
Page 12
8. The Underwriters may terminate their obligation to
purchase at any time before the Closing if any of the
following should occur:
(a)(i) Legislation shall have been enacted by
the Congress of the United States, or recommended to
the Congress for passage by the President of the United
States or favorably reported for passage to either
House of the Congress by any Committee of such House,
or (ii) a decision shall have been rendered by a court
established under Article III of the Constitution of
the United States or by the United States Tax Court, or
(iii) an order, ruling or regulation shall have been
issued or proposed by or on behalf of the Treasury
Department of the United States or the Internal Revenue
Service or any other agency of the United States, or
(iv) a release or official statement shall have been
issued by the President of the United States or by the
Treasury Department of the United States or by the
Internal Revenue Service, the effect of which, in any
such case described in clause (i), (ii), (iii) or (iv),
would be to impose, directly or indirectly, federal
income taxation upon interest received on obligations
of the general character of the Bonds or upon income of
the general character to be derived by the City in such
a manner as in the judgment of the Underwriters would
materially impair the marketability or materially
reduce the market price of obligations of the general
character of the Bonds.
(b) Legislation shall have been enacted by the
Congress of the United States to become effective on or
prior to the Closing, or a decision of a court ruling,
regulation or proposed regulation by or on behalf of
the Securities and Exchange Commission or other agency
having jurisdiction over the issuance, sale and deliv-
ery of the Bonds, or any other obligations of any
similar public body of the general character of the
City, is in violation of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as
amended, or the execution and delivery of the Ordinance
or any indenture of similar character is in violation
of the Trust Indenture Act of 1939, as amended, or with
the purpose or effect of otherwise prohibiting the
issuance, sale or delivery of the Bonds as contemplated
hereby or by the Official Statement or of obligations
of the general character of the Bonds.
(c)(i) The Constitution of the State of Texas
shall be amended or an amendment shall be proposed, or
•
Page 13
(ii) legislation shall be enacted, or (iii) a decision
shall have been rendered as to matters of Texas law, or
(iv) any order, ruling or regulation shall have been
rendered as to or on behalf of the State of Texas by an
official, agency or department thereof, affecting the
tax status of the City, its property or income, its
bonds (including the Bonds) or the interest thereon,
which in the judgment of the Underwriters would mate-
rially affect the market price of the Bonds.
(d)(i) A general suspension of trading in secu-
rities shall have occurred on the New York Stock
Exchange, or (ii) the United States shall have become
engaged in hostilities which have resulted in the
declaration, on or after the date of this Purchase
Contract, of a national emergency or war, the effect of
which, in either case described in clause (i) and (ii),
is, in the judgment of the Underwriters, so material
and adverse as to make it impracticable or inadvisable
to proceed with the public offering or the delivery of
the Bonds on the terms and in the manner contemplated
in this Purchase Contract and the Official Statement.
(e) An event described in Paragraph 6(j) hereof
occurs which, in the opinion of the Underwriters,
requires a supplement or amendment to the Official
Statement.
(f) A general banking moratorium shall have been
declared by authorities of the United States, the State
of New York or the State of Texas.
(g) The debt ceiling of the United States is such
that the State and Local Government Series securities
required to fund any Escrow Agreement referenced in the
Ordinance are not available for delivery on the date of
the delivery of the Bonds.
(h) A lowering of the rating prior to the Closing
of the Bonds below "AA" by Standard & Poor's
Corporation or below "AA" by Moody's Investors Service.
(i) An order, ruling or judgement of a court"
411
shall be made enjoining or restraining the levy or"
collection of ad valorem taxes, or proceedings related
thereto, by the City; declaring a tax levy of the City,
or proceedings relating thereto, to be void, invalid or
more than three percent (3%) in excess of an effective
tax rate calculated pursuant to the Property Tax Code;
requiring the City to recalculate an effective tax rate
• •
Page 14
pursuant to the Property Tax Code; requiring the City
to re -levy ad valorem taxes or to re -mail tax
statements or mail corrected or supplemented tax state-
ments; or requiring the City to hold public hearings or
publish notices in connection with a tax levy.
9. Costs related to the issuance and sale of the
Bonds and the refunding and payment of the bonds to be
refunded, including, but not limited to, costs of prepara-
tion and printing the Bonds, the Preliminary Official
Statements and Official Statements, postage, the costs of
obtaining credit ratings on the Bonds and bonds being
refunded, municipal bond insurance, if any, all fees and
disbursements of Bond Counsel, the City's Financial Advisor,
the Escrow Agent and each Paying Agent for the bonds being
refunded, the initial registration and paying agent accep-
tance fees, the cash flow analysis fees, and the fees of the
accountant certifying escrow adequacy, the City's counsel
and accountant and all other miscellaneous and closing costs
shall be obligations of the City.
10. Any notice or other communication to be given to
the City under this Purchase Contract may be given by
delivering the same in writing at the address for the City
set forth above, and any notice or other communication to be
given to the Underwriters under this Purchase Contract may
be given by delivering the same in writing to Salomon
Brothers Inc, One New York Plaza, New York, New York 10004,
Attention: Municipal Bond Department.
11. This Purchase Contract is made solely for the
benefit of the City and the Underwriters (including the
successors or assigns of the Underwriters) and no other
person shall acquire or have any right hereunder or by
virtue hereof. The City's representations, warranties and
agreements contained in this Purchase Contract shall remain
operative and in full force and effect, regardless of (i)
any investigations made by or on behalf of the Underwriter
and (ii) delivery of any payment for the Bonds hereunder;
and the City's representations and warranties contained in
Paragraph 6 of this Purchase Contract shall remain operative
and in full force and effect, regardless of any termination
of this Purchase Contract.
Page 15
12. This Purchase Contract shall become effective upon
the execution of the acceptance hereof by the Mayor or City
Manager of the City and shall be valid and enforceable as of
the time of such acceptance.
Very truly yours,
SALOMON BROTHERS INC
MBANK CAPITAL MARKETS
TEXAS COMMERCE BANK, NATIONAL
ASSOCIATION
SMITH BARNEY, HARRIS UPHAM & CO.
DILLON READ & CO., INC.
as representatives of the
Underwriters
By TEXAS COMMERCE BANK
NATIONAL„ASSOCIATION
Vice President
ACCEPTED:
This 1'7/, day of October, 1985
ATTEST:
CITY OF CORPUS CHRISTI, TEXAS
,PL� �LJQ[ Q-}rai .
City Manager
[SEAL]
App .ved
7 . 1985
City Attorney
The purchase price is computed as follows:
Exhibit 8
Aggregate Principal amount $108,231.312.30
Less:
Aggregate Underwriters Discount
for all Bonds 1,894,047.97
Original Issue Premium for 1996
maturity (840.526.50)
Original Issue Discount for 1996
maturity 40,363.50
Original Issue Discount for 1997
maturity 62,437.60
Driginal Issue Discount for 1998
maturity 41.272.00 1,197,594.47
Purchase Price* 1107,033.717.83
*Accrued interest to be added.
•
Exhibit C
Principal Amount Per $5.000 Maturity Amount
Principal
Maturity Amount
1994 $1,904.55
1997 1.734.10
1998 1,567.60
1999 1,414.45
• •
MCCALL, PARKHURST & HORTON
BOO DIAMOND SHAMROCK TOWER JON?. D. MCCALL
DALLAS. TERAS TREOI-aSBJ MILLARD •PARKHURST
UTOPIAS E. SPURGEON
CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT AND
REFUNDING BONDS, SERIES 1985A, DATED OCTOBER 15, 1985
IN THE PRINCIPAL AMOUNT OF $108,231,312.30
AS BOND COUNSEL for the issuer (the °Issuer°) of the
bonds described above (the °Bonds°), we have examined into
the legality and validity of the Bonds, which are issuable
only as fully registered bonds without interest coupons, with
part of such Bonds aggregating $97,585,000.00, termed Current
Interest Bonds in the Ordinance hereinafter mentioned, in the
denominations of $5,000 or any integral multiple thereof,
numbered from R-1 upward, maturing on November 1 in each of
the years 1986 through 1998, bearing interest from their
date, until maturity or redemption, at the following rates
per annum:
maturities 1986, 5.258 maturities 1993, 8.009
maturities 1987, 5.909 maturities 1994, 8.209
maturities 1988, 6.409 maturities 1995, 9.409
maturities 1989, 6.90% maturities 1996, 8.409
maturities 1990, 7.259 maturities 1997, 8.509
maturities 1991, 7.50% maturities 1998, 8.709
maturities 1992, 7.759
and being subject to redemption prior to their scheduled
maturities in accordance with the terms and conditions stated
on the face of the Bonds, with part of such Bonds aggregating
$10,646,312.30 termed Capital Appreciation Bonds in the Ordi-
nance hereinafter mentioned, numbered from CR -1 upward,
maturing November 1 in each of the years 1996 through 1999,
bearing interest from November 14, 1985, which is payable
only on maturity and compounds on each May 1 and November 1,
beginning on May 1, 1986.
WE HAVE -ACTED AS BOND COUNSEL for the Issuer for the
sole purpose of rendering an opinion with respect to the
legality and validity of the Bonds under the Constitution and
statutes of the State of Texas and with respect to the
exemption of the interest on the Bonds from federal income
taxes, and for no other reason or purpose. We have not been
requested to investigate or verify, and have not investigated
or verified, any records, data or other material relating to
the financial condition or capabilities of the Issuer, and
have not assumed any responsibility with respect thereto. We
have relied solely on representations by officials of the
Issuer as to the current outstanding indebtedness of, and
assessed valuation of taxable property within, the Issuer.
WE HAVE EXAMINED the applicable and pertinent provisions
of the Constitution and laws of the State of Texas, the
charter of the Issuer, certified copies of the proceedings of
the Issuer, including the ordinance authorizing the Bonds, a
copy of the Escrow Agreement hereinafter defined, and other
proofs authorizing and relating to the issuance of the Bonds,
including two of the executed Bonds (Bonds No. R-1 and CR -1).
We have relied upon the opinion of Ernst & Whinney with
respect to the yield on the Bonds and the yield on the
investments held in escrow for the purpose of defeasing the
obligations of the Issuer being refunded by the Bonds.
•
BASED ON SAID EXAMINATION, IT IS OUR OPINION that said
Bonds have been authorized, issued and delivered in accord-
ance with the Constitution and laws of the State of Texas,
and constitute valid and legally binding obligations of the
Issuer; and that the ad valorem taxes, upon all taxable
property within the Issuer, necessary to pay the interest on
and principal of said Bonds, have been pledged irrevocably,
except as may be limited by laws applicable to the Issuer
relating to bankruptcy, reorganization, and other similar
matters affecting creditors' rights, for such purpose, within
the limit prescribed by the Constitution and charter of the
Issuer.
BASED ON SAID EXAMINATION, IT IS FURTHER OUR OPINION
that the Escrow Agreement, dated as of November 14, 1985,
between the Issuer and First City Bank of Corpus Christi,
Corpus Christi, Texas, as Escrow Agent (the "Escrow Agree-
ment"), has been duly authorized, executed and delivered by
the Issuer, and constitutes a binding and enforceable agree-
ment in accordance with its terms and that the Refunded
Obligations, as defined in the Escrow Agreement, being
refunded by the Bonds, are outstanding under the ordinances
authorizing their issuance only for the purpose of receiving
the funds provided by, and are secured solely by and payable
solely from, the Escrow Agreement and the cash and invest-
ments, including the income therefrom, held by the Escrow
Agent pursuant to the Escrow Agreement.
ALSO, IT IS OUR OPINION that the interest on said Bonds
is exempt from federal income taxes under existing statutes,
regulations, published rulings, and court decisions.
Respectfully,
• •
GENERAL CERTIFICATE
THE STATE OF TEXAS
COUNTY OF NUECES
CITY OF CORPUS CHRISTI
We, the undersigned, hereby officially certify that we
are the Mayor, City Secretary and Director of Finance,
respectively, of said City, and we further certify as
follows:
1. That said City is a duly incorporated Home Rule
City, having more than 5,000 inhabitants, operating and
existing under the Constitution and laws of the State of
Texas and the duly adopted Home Rule Charter of said City,
which Charter has not been changed or amended since February
26, 1985, the date the ordinance was passed by the City
Council authorizing the City of Corpus Christi, Texas
General Improvement Bonds, Series 1985.
2. That no litigation of any nature has ever been
filed pertaining to, affecting or contesting: (a) the issu-
ance, delivery, payment, security or validity of the pro-
posed City of Corpus Christi, Texas General Improvement and
Refunding Bonds, Series 1985-A, dated October 15, 1985, in
the aggregate principal amount of $108,231,312.30 (the
"Bonds"); (b) the authority of the officers of said City to
issue, execute and deliver said bonds; or (c) the validity
of the corporate existence or the Charter of said City; and
that no litigation is pending pertaining to, affecting or
contesting the boundaries of said City.
3. That on October 17, 1985, the date an Ordinance
was passed by said City Council authorizing the issuance of
said $108,231,312.30 of Bonds, and at the present time, the
following persons were the duly elected or appointed and
qualified officials of said City:
Luther Jones, Mayor,
Dr. Jack Best, Mayor Pro -Tem,
Frank Mendez,
David Berlanga, Sr.,
Leo Guerrero,
Linda Strong, Councilmembers,
Joe McComb,
Bill Pruet,
Mary Pat Slavik,
Edward A. Martin, City Manager,
J. Bruce Aycock, City Attorney,
Juan Garza, Director of Finance,
Armando Chapa, City Secretary.
4. That none of the outstanding bonds being refunded
has ever been held in, or purchased for the account of, the
interest and sinking fund created and maintained for the
benefit of such bonds being refunded, and nothing in said
interest and sinking fund is available and can be used for
the retirement of any of such bonds.
5. That the currently effective ad valorem tax rolls
of said City are those for the year 1985, being the most
recently approved tax rolls of said City; that said City has
caused the taxable property in said City to be assessed as
required by law; that the Board of Equalization of said City
has equalized and approved the valuation of taxable property
in said City for said year; that the tax assessor of said
City has duly verified the aforesaid tax rolls, and said
Board of Equalization has finally approved the same; and
upon which the annual ad valorem tax of said City actually
has been or will be levied (after deducting the amount of
all exemptions, if any, under Section 1-b(b), Section 1-f,
Section 1-g, and Section 2(b) of Article 8 of the Texas
Constitution, and Chapter 11, Subchapter B, Property Tax
Code), according to the aforesaid tax rolls for said year,
as delivered to the City Secretary of said City, and finally
approved and recorded by the City Council of said City, is
$6,588,136,279.00.
6. That upon the issuance and delivery to the pur-
chasers of the Bonds and the concurrent refunding of the
City's obligations payable from ad valorem taxes the said
City will have no outstanding indebtedness payable from ad
valorem taxes except the Bonds.
SIGNEDANDSEALED this the 17th day o� Ocgber, 1985.
City Secretary, Ci y of Mayor, pity of
Corpus Christi, Texas Corpus Christi, Texas
. / 4,
r ofr. a a
Corpu- Ch sti, Texas
Direc
City
(SEAL)
APPROVED AS TO FORM AND CORRECTNESS this 17th day of
October, 1985.
f4/44.-
1 ey
City of Corpu Christi, Texas
•
Corpus Christi, Texas
44,
// day of � , 198.
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,
Council Members
Respectfully,
MAYOR
THE CITY OF CORPUS CHRISTI, TEXAS
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
19064